The Mighty Avengers
by Writing Avenger 2016
Summary: ten strangers are brought together to handle a menace that threatens the entire world. A soldier, a knight, a god, a monster, an ant, a pixie, a spy, an archer, a spider, and an animal. Alone they are mighty, but together, they are Earths mightiest heroes. Together, they are The Avengers.
1. Along came a Spider

_Chapter 1: Along came a Spider_

New York City. to be specific, Times Square. This little corner of the city was teeming with people going back and forth about their everyday lives. One such person, dressed in a black hoodie and keeping his face down, made his way over to the center of the square and knelt near some electrical cables covered by a grate. He touched the grate resulting in him getting electrocuted, though not at all phased by it, as he pulled back the grate and grabbed the cables.

All the electricity in the area kept going in and out. The screens in the square were majorly on the fritz, and everyone was baffled as to why. One police officer present took note of the man grabbing the cables and approached him.

"Sir!" the officer called out reaching for his gun. "Sir get your hands away from the cables!"

The man slowly looked up to reveal his blue and seemingly electric face. The officer recognized this face as Max Dillon, AKA Electro.

"Is there a problem officer?" Electro asked.

…

"Hey Gwen, Sorry I'm running a bit late. Got a bit held up with… something."

Peter Parker, AKA the Amazing Spider-Man, was currently swinging through the city while talking to his girlfriend, Gwen Stacy.

 _"Hey, you're Peter Parker."_ she responded _"Late is right on time for you."_

Peter chuckled at her comment.

"Yeah well one of these days I will be on time for something I promise you that." Peter responded.

This time it was Gwen's turn to laugh at the others comment.

 _"Well I look forward to that."_ She replied.

While Peter continued swinging, he thought he saw something out of the corner of his eye. He turned and saw the power going in and out of Times Square. He knew what he had to do, but he hated what it also meant.

"Uhm…. Gwen," he started to say. "Looks like I'm going to be a bit later than I thought."

 _"Is everything alright?"_ she asked.

"Yeah just a… disturbance. I think the Bugle might want photos." He explained.

Gwen sighed.

 _"Alright,"_ she relented. _"Just try and hurry."_

"Have I mentioned how awesome you are?"

 _"Tell me more when you get here."_

"Will do."

With that, he hung up and made a beeline for Times Square.

"Why is it there always seems to be more supervillain threats then back when I didn't have a girlfriend?" he asked himself.

...

Times Square was in a state of panic. People were running for their lives as Electro shot out one bolt of electricity randomly after another.

"What's a guy gotta do to get some attention around here?" He yelled.

Inside a nearby building, an elderly man in his 70's with glasses and a mustache walked out only to just barely dodge a bolt of lightning.

"Yeesh, supervillains these days." He griped. "No respect for anyone."

A police car came racing to the scene sirens blaring. Electro noticed this and blasted right under the car sending it flying in the air. One police officer tried to run away from the collision but tripped and fell to the ground. Meanwhile, Spider-Man had just arrived and landed on top of the flying cop car. Once he was close to the ground, he landed on his feet and caught the car, much to the cop's surprise.

"Glad you're not one of those cops that rides a horse." Spider-Man joked before putting the car down. "Need a hand?"

The officer looked back at Electro causing havoc.

"Yeah knock yourself out." he responded.

Spider-Man then shot out a web and swung onto another car near Electro.

"Yo sparkles!" He called out, getting Electro's attention.

"Spider-Man." Electro responded turning to face his long time enemy. "Just the freak I wanted to see tonight."

"Aw you missed me." Spidey responded sarcastically.

"Yeah I missed you," Electro replied charging his hands. "I also remember saying I'd do something if I ever saw you again."

Electro then shot at Spider-Man who quickly jumped up to dodge it and shoot a web to swing on while Electro shot one bolt of electricity after another at him.

"Nice aim." Spidey commented. "A few more years of target practice and you might actually hit something."

"Yeah keep joking web head," Electro replied. "That way I'll know where to zap ya!"

….

On a nearby rooftop, a man in a black shirt and pants with sunglasses was watching the fight unfold.

"This is Agent Barton," the man said into an earpiece. "I have located the target. He is currently engaged with the supervillain known as Electro,"

"Roger that Agent Barton." The man on the other end of the radio acknowledged. "Maintain visual on the target and report findings. Do not engage."

"Affirmative." Barton replied turning his attention back to the fight. "Alright kid, let's see what you can do."

….

Back on the ground, Spider-Man had just landed on the side of a building and was leaping up it just barely avoiding Electro's lightning blasts. As he made it to the top, he turned around to see Electro flying over him, looking quite irritated.

"Finished running yet?" Electro asked.

"Well I wanted a private matchup." Spidey explained. "Away from innocent bystanders."

"Hey, don't sell them short Spidey." Electro taunted landing on the building. "They were able to bring you to me."

"So, what you used innocent people as bait?" Spidey asked. "That's low. Even for you."

"Hey, you do what you do," Electro responded. "And I do what I do. Simple as that."

"Ok then. Well what I'm gonna 'do' now is make sure the first thing you see after the coma I'm about to give you are the steel bars of a jail cell."

Electro charged up his hands with electricity.

"Good luck with that." he responded before firing at Spider-Man.

Spidey back flipped out of the way of each shot until he flipped off the edge of the building. Electro was quick to follow.

.…

Agent Barton kept following the battle across the rooftops, impressed by the fight before him. Admittedly when he was first given this assignment, he was less than thrilled. But seeing Spider-Man in action, he was kind of enjoying it.

"Gotta admit, you have potential." Barton commented. "We might be able to use you after all."

….

Spider-Man was swinging through the street with Electro hot on his tail, dispensing seemingly endless lightning bolts. Spider-Man then shot a web at a nearby street light. He swung around on it, circling behind Electro, and giving him a hard kick in the back of the head. Spider-Man flew over Electro as Electro tried stabilizing himself. Spider-Man then turned around mid-air and shot two web lines and used them as a slingshot, shooting him forward and tackling Electro to the ground.

"You ready to give up?" Spidey asked his opponent.

Electro simply responded with shooting electricity from his mouth at Spider-Man. Spidey let out a scream of pain as electricity surged through his body. Just then, an arrow came seeming out of nowhere and connecter with a nearby fire hydrant. The arrow beeped twice before blowing up, unleashing a proverbial geyser in the street. Spidey noticed this and got an idea.

"Hey sparky. Drinks are on me!" he shouted kicking Electro into the water.

Electro cried out in pain as he was shorting out. Then, he fell to the ground unconscious. Spidey then proceeded to web him up. Once he was done, he looked up at the rooftops to see who could have saved him. He saw no one. He decided to dismiss it for now and went off to meet up with Gwen.

….

"Wonder what happened to burst that hydrant." Spidey thought to himself as he swung through the city. "Oh well. Electro was taken down, and I 'finally' get to my date with Gwen."

Spidey landed on the wall of the Coffee Bean, the place where he and Gwen were going to meet up.

'Hopefully Gwen hasn't left yet.' he thought to himself taking off his mask.

….

Inside the coffee shop, Gwen was sitting by herself in a booth looking down at the table. She casually looked up to see Peter Parker walking in the front door. Her face brightened up as he walked towards her.

"Excuse me have you seen a Blonde Bombshell looking rather impatient." Peter joked. "I think she's looking for me."

Gwen chuckled at her boyfriend's joke.

"Nice of you to finally make it." she replied.

"Right. Sorry, again." he apologized sitting down across from her.

"Hey like I said, late is right on time for you." She reminded. "So, what was your little disturbance."

"Turns out Spider-Man was fighting Electro in Times Square." He explained.

"Really? He win again?" She asked.

"Yeah… with some help." He responded hesitantly.

"Really who?"

"Parties unknown."

….

 _"You shouldn't have intervened."_ The man on Barton's radio chastised.

"Hey, he was in trouble." Barton responded. "Just needed a little help."

 _"Your assignment was to observe only."_

"I got enough for the profile Coulson. It's really not that big a deal."

 _"So, what's your assessment?"_

"I think Fury's got a winner here."

 _"Alright. Go ahead and return to base."_

Barton signed off and started to make his way back to base. Spider-Man was just one of many heroes under consideration for his organization's special project: The Avengers Initiative.

...

 **A/N: this is the first of several standalone chapters for each of the individual members of the Avengers before the main story. Also, several characters will be based primarily on their MCU counterparts, their versions from Avengers: EMH or a sorta hybrid of both.**

 **Spider-Man: mostly Spectacular Spider-Man**

 **Hawkeye: mix of both MCU and EMH with look of MCU**


	2. The Man in the Ant Hill

_Chapter 2: The Man in the Ant Hill_

The terrain was rough and continuously shifting. Though it hardly deterred Dr. Hank Pym. He just continued running until he came up to a large cave. He stopped right in front of it as he heard something coming out. He braced himself as a giant ant came out of the cave and towered over him. While the creature was imposing, Pym didn't move. Instead he placed a hand on the helmet he was wearing. It was a special silver helmet with red eyes and antenna on the side.

"Alright," Pym said adjusting his helmet. "Let's see if this works. Back off."

As if on command the ant backed away. Pym smiled at the results.

"Kneel." he commanded.

The ant did so, and Pym climbed onto it.

"Forward."

The ant then moved forward as Pym rode it through the terrain.

"I think it's safe to say the test of the new cybernetic helmet was a success." Pym said into a communication device in his helmet.

 _"So, you can talk to ants now. Hooray!"_ Janet Van Dyne, his financial backer and girlfriend replied.

…

 _"It's more practical than you think."_ Hank countered.

His testing ground was an ant farm that was being monitored by Jan in Hank's laboratory at Grayburn College.

"Yeah this will come in handy if some supervillains go on a picnic." Jan joked.

 _"Very funny."_ Hank responded dryly. _"Ants can be very versatile and useful in certain situations."_

"If you say so." Jan dismissed.

 _"Fine, go ahead and mock my life's work."_ Hank retorted.

"Well if you insist." Jan responded coyly. "I can mock some more over dinner if you'd like."

 _"Just give me a few minutes to get out of here."_ Pym responded.

Jan just laid back in her chair waiting for boyfriend to return. While his fixation on science did come across as a tad obsessive to her, she did admire his enthusiasm in seeing his work through.

...

While that was going on, a white unmarked van drove up to the college and pulled up alongside one of the buildings. The eight men inside were dressed in yellow suits that resembled beekeeper suits and were preparing specialized weapons.

"Remind me again why were at some university?" one man asked.

"Because one of this university's top scientists has developed a breakthrough technology," another man explained. "Something that would be of great use to AIM."

"Then let's get moving." a third agent ordered.

The others nodded and exited out of the van. They made a beeline for a nearby door and kicked it open. Once open, they rushed inside, dead set on their goal.

…

Jan leaned back in her chair, really starting to feel bored. As she casually glanced over to a set of monitors Hank had set up and saw the mysterious men making their way through the campus.

"Hank." she alerted sitting up straight in her chair. "We have a situation."

 _"What is it?"_ he asked.

"Looks like guys have broken in." she informed. "And they're wearing… beekeeper suits."

 _"Beekeeper suits?"_ he responded confused.

"Well they have guns too." Jan added.

 _"Sounds like agents of AIM."_ Hank surmised. _"The Advanced Idea Mechanics."_

"Those tech-based terrorists?" Jan guessed.

 _"That's them."_ Hank confirmed. _"What are they doing here?"_

"No idea." she answered. "But it looks like they're looking for something."

 _"I'm on it."_ Hank declared, altering his course and running towards a glass wall.

He then leapt through the glass of the ant farm and landed on the table. As he ran towards the edge, an ant with wings flew out of the ant farm and awaited Hank at the end of the table. Hank wasted no time leaping onto it and flying towards the door. Thinking fast, Jan rushed to the door and opened it for him. She then watched as her boyfriend rushed off into uncertain danger to protect the lives of those on campus.

"Be careful." She spoke softly

….

Five of the AIM agents continued their search through the halls of the campus. Kicking open every door and checking each room and lab in search of their target. Their search was unfruitful unfortunately.

"This isn't working." one agent complained.

"Keep looking." another agent ordered. "We can't return without-"

Before he could finish, he fell to the ground with a thud, as though he'd been punched. The thing was though, there was no one there. The remaining AIM agents readied their weapons and looked around the room looking for the mysterious interloper. They continued moving down the hallway completely on edge.

"What was that?" one AIM agent asked.

"I have an idea." another agent replied. "It could be what we're looking for."

"Then keep your guard up." a third one instructed. "We don't know where-"

Before he could finish, the agent was taken out in the same manner as the first one. On instinct, the other three AIM agents began firing around the room in the vain hope that one of their blasts would hit their mysterious attacker. Their ammo was wasted however. While they were aim all around the room, their attacker, Pym shrunken down to the size of an ant, was on the floor running up to one of them. He then pressed a button on his left glove that grew him up to normal height, upper cutting one of the agents as he did so. The other two saw this and began firing at him. Pym however pressed another button on his right hand shrinking him down as he jumped towards them. He landed on one of the agent's weapons and ran across the barrel towards him. Pym then leapt up and punched him in the face, cracking his visor. As the agent fell to the ground, Pym landed on the nearby wall and bounced off it towards the final agent. He grew to full size as his shoulder collided with the final AIM agent. The force collided the agent with the wall.

…

Back in the lab, Jan watched as Hank finished off the last of the AIM agents. She couldn't help but smile at seeing her boyfriend at work. Just then, there was a loud thud at the door. As she turned around, the door was busted open, and the three remaining AIM agents poured into the room. Janet stood up in shock as the agents entered the room and surrounded her.

"Um… hi fellas." she replied trying to sound nonchalant. "How ya doing?"

...

As the agent slumped over, Pym stood over him looking a little irritated.

"Why are you here?" Pym demanded.

"We were sent here to obtain a rumored technology called the Pym Particles." the agent replied. "Though it doesn't seem to be rumored anymore."

"Guess not." Pym responded before punching him out.

As the agent fell unconscious, Pym activated his communicator to get in touch with Janet.

"Jan, I've got things wrapped up here." he told her. "Think you can let the police know we've had some uninvited guests?"

Hank had expected some sly comment or witty remark, instead, all he heard was dead silence.

"Jan?" Hank called out again. "Jan?!"

Fearing something was wrong, Hank shrank back down, hopped on his flying ant, and started making his way back towards the lab.

…

Jan just froze in place as one of the AIM agents, presumably the leader, walked towards her, while the other two stood at the doorway on lookout.

"Can I help you gentlemen?" She asked jokingly.

"Where is Dr. Hank Pym?" the leader demanded.

"Who?" Jan asked, trying to act dumb.

"Don't play dumb with me." the leader threw back. "We know he's developed a substance that allows size reduction but amplifies physical strength. We want it."

"Hmm… doesn't ring a bell." Jan replied. "Sorry. You must have the wrong lab."

The leader then grabbed Jan by the shirt and pulled her close to his face.

"Don't play games with me girl." the leader threatened.

Outside in the hallway, Hank flew towards the two agents standing guard. He then jumped of the ant he was riding and grew back to full size. The two agents saw this and began shooting at him. As he ran towards them, he leapt into the air and shrunk down. As he flew, he struck one agent across the face taking him out. He quickly grew back to normal size as he landed. He then leapt towards the second agent and shrunk down as the agent tried firing at him. Hank sailed past the agent's head and grabbed hold of one of the cables attached to his mask. As Hank grew to normal size, he threw the agent forward, causing him to crash into one of the tables in the lab.

"Don't move!" the leader called out, getting Hank's attention.

He turned to see the leader holding Janet around the neck with one arm and the other holding a gun at her head. Hank held his hands up near his head in surrender.

"Hold it!" Hank called out. "Don't hurt her."

"I want the Pym Particle technology." the leader demanded.

"You're looking at it." Hank informed, discretely activating a feature on his helmet. "It's the suit. It was designed as an environment suit to study ants."

As Hank continued keeping the leader occupied, one of the ants from the ant farm on the table was crawling out and towards the leader.

"Then give me the suit!" the leader ordered.

"It won't do you much good." Hank told him. "I'm the only one who knows how it works."

"Stop stalling and take off the suit!" the leader demanded, unaware of the ant crawling on its back towards the arm holding the gun.

"I'm not stalling, I'm telling you this suit can't be used by just anyone." Pym insisted.

The ant, after crawling along the leader's arm and under his glove, finally made it to the hand.

"I'm in no mood for your games!" the leader yelled. "Give me the suit or I'll-"

Before the leader could finish, the ant bit his hand, causing him to grunt in pain and drop the gun. Jan took the opportunity to stomp on his foot, causing him to let go. She then grabbed his arm and flipped him over onto the floor. As the leader laid on the floor groaning in pain, Hank walked over to Janet, flipping open his faceplate to reveal his face.

"Still think talking to ants is dumb?" Hank asked smiling.

"It… has its uses." Jan conceded smirking. "So, do you seriously think that suits only good for studying ants."

"Well partially." Hank admitted. "It started as a scientific tool, but I have come to see it being used scientific purposes, but I have come to see greater uses for it. As a tool to help people."

"I can see it." Jan agreed. "Hank Pym, the astonishing 'Ant-Man'."

Hank chuckled in response.

"Ant-Man?" Hank questioned.

"What?" Jan replied. "It seemed appropriate."

"Fair enough." Hank conceded, crossing his arms. "Any more suggestions you'd like to give my superhero career?"

"Hmm…" Jan pondered for a moment. "How about a partner?"

Hank raised an eyebrow in confusion, before he went wide eyed as he finally pieced together what she meant. Jan just chuckled in response.

...

 **Hope you guys are enjoy the story. I'm enjoying writing my own Marvel universe.**

 **Ant-Man: EMH with the pacifism dialed back a bit. basically more willing to get in the fight. Look is the suit from the Ant-Man movie. just thought it looked cooler.**


	3. I am Iron Man

Chapter 3: _I am Iron Man_

 _"I am Iron Man."_

"'I am Iron Man.'" A TV host repeated from a clip that just aired. "Those three words took the world by storm as famed billionaire, Tony Stark, announced himself as the famed armor-clad hero. For the first time, a public superhero announces his identity to the world. But, there are still so many questions Mr. Stark has left unanswered. Why become a hero? What's with the suit? What will he do next? Well, hopefully we'll get those answers tonight. Please allow me to welcome our very special guest, Tony Stark!"

As the audience erupted with applause, Tony walked out from behind the stage making peace signs with his hands and the Black Sabbath song, Iron Man, played in the studio. Tony then took a seat in a chair across from the host.

"Mr. Stark, thank you for joining us." the host greeted shaking his hand.

"My pleasure." Tony replied. "And please, call me Tony."

"Alright Tony," the host agreed. "Now, I'm sure that you've probably been asked this by the many reporters covering your famous announcement, but-"

"I can't tell you how I go to the bathroom in the suit." Tony replied. "It's a trade secret."

The crowd erupted into laughter, one mirrored by the host, and Stark himself. After it died down, the host cleared his throat.

"Very funny." he chuckled. "But in all seriousness, why did you decide to announce your identity to the public? I mean, isn't it against the superhero rule book to reveal your secret identity?"

"Well I've never been one to play by the rules." Tony replied. "And to answer your question, I did it for three reasons. One, I didn't feel comfortable living half of my life as a lie. Two, I've always been big in the public eye before, wearing a high-tech suit of armor isn't gonna change that."

"And three?"

"I like the attention."

One more, the audience laughed at his joke, the host laughing as well.

"I think we're all aware of that fact Mr. Stark. You wouldn't be on this show if you weren't."

He then leaned forward, a serious expression on his face.

"Now, here's a question I know has been burning in the minds of everybody since your announcement. Why become Iron Man? What made you decide to stop being the genius, millionaire, playboy, philanthropist, and start being Iron Man?"

"To become a genius 'billionaire' playboy philanthropist." Tony answered. "As for why to become a hero, well, let me take you back about eight months ago. I was living it up back then. Parties, yachts, women. A lot of those came up. Basically, my two concerns back then were having fun and making things that blow up."

…

 _Eight Months Ago, Afghanistan_

 _"Someone once asked, is it better to be feared, or respected." Tony said to a large group of soldiers. "I say… is it too much to ask for both?"_

 _A row of soldiers stood in front of Stark, all of them looking at him with deadpan stares devoid of any amusement. Amongst the group, near the back, Lieutenant Colonel James Rhodes, more commonly known as Rhodey, face palmed audibly at Tony's attempt at humor._

 _"Wrong crowd Tony..." he muttered._

 _"People like to say the best weapon is the one you never have to fire," Tony continued undeterred. "I respectfully disagree. I prefer the weapon you only have to fire once. That's how my father did it, that's how America does it, and it's worked out pretty damn well so far."_

 _As he continued talking, a large missile got into position ready to fire._

 _"This is that weapon." Tony resumed. "Utilizing the latest in Stark Industries repulsor technology, let loose one of these, and your terrorist buddies won't have the guts to_ _climb out of their spider hole."_

 _As if on cue, the missile launched into the air, arching towards the cliffs off in the distance. As it approached its target, several smaller missiles sprang out from the side and rocketed towards the same location. Tony couldn't help but smirk at the prospect._

 _"Gentlemen, for your consideration, I proudly present…." he spread his arms wide. "The Jericho."_

 _There was a series of explosions, the cliffs erupting in a cloud of dust and dirt. The shock wave traveled across the desert, ruffling a few coats and blowing off a few hats as it blew through the presentation._

 _"So, shall we start the bidding at say… 20 million apiece." Tony offered._

…

"It was a living back then." Tony continued. "And I've been told I was quite good at it."

"And yet you gave it all up." the host spoke up again. "Though if memory serves, it was for a good reason."

"Oh yes." Tony agreed. "You really get a better understanding of life when you're blown away by a missile with your own name on it."

…

 _"Sorry Rhodey, this is the Fun-vee. The humdrum-vee's back there." Tony joked, closing the door of his jeep before Rhodey could get in._

 _Rhodey sighed, having grown used to Tony's childish antics after years of being his military liaison and friend._

 _"Be careful man." he said before heading off to the designated Humvee._

 _After a while, the Humvee carrying Tony was still trucking down the trail. Just then, some explosion caused the Humvee to swerve to a stop. One by one, the soldiers inside got out to take out the mysterious enemies. Though one by one, they all got shot down. Panicking, Tony got out of the Humvee and ducked behind some rocks. He got out a specialized phone he had and tried dialing for help. Before he could get a call out, a missile landed on the ground next to him. Tony looked at the missile and went wide eyed when he saw it had the Stark Industries logo on the side._

 _"Oh shi-"_

 _The missile blew, sending him flying back a few feet before landing hard on his back. His entire body was screaming in pain as several blood stains began to form on his shirt. The last thing he saw before blacking out was a few blurry shapes surrounding him._

…

"Yeah, certainly not a fun day." Tony remarked.

"Blown up by your own missile. Talk about irony."

"You're telling me." Tony agreed. "The only thing that makes it worse is that the missile left a cluster of shrapnel inside my chest."

There were many sympathetic hisses of pain, and even the host winced.

"If that's true, shouldn't you be dead?"

"By all accounts, yes. But I was worth more alive than dead, so my captors helped me… sort of."

"Sort of?"

"Let's just say I was hooked up with something a lot less fancy than the little circle of light I got right now." Tony explained.

…

 _Tony snapped awake. He looked around to see the what looked like the inside of a cave. He looked down at his chest to see several wires coming out of it. He pulled away some of the bandages near them to reveal some kind of metal contraption attached to his chest._

 _"What the hell?" Tony let out._

 _"I apologize for the crude mechanics." a voice apologized in a thick, middle eastern accent. "But it was the best I could do with the equipment at hand."_

 _Tony turned to see a man in a vest and tie tending to a stew._

 _"Who are you?" Tony asked. "What did you do to me?"_

 _"My name is Yinsen" the man answered. "And I just saved your life."_

 _Yinsen then held up a small jar of metal shrapnel._

 _"These… these were in your chest." Yinsen explained. "They were working their way into your heart. That thing in your chest is an electromagnet hooked up to a car battery. It's the only thing keeping you alive right now."_

 _At that moment, the door to the room began to shudder, the sound of metal on metal grating at their ears as a few locks were opened, allowing several armed men to come inside._

 _"You." one of the men said pointing at Stark. "The master wants to see you."_

…

"Doesn't sound like you were in the finest care." the host surmised.

"Not in the slightest." Tony confirmed. "You see I was in the care of a powerful and, in my opinion, testy, terrorist organization called the Ten Rings. And I had the honor of meeting their boss. An insane radicalist known as, the Mandarin.

…

 _Being led in by several of the armed soldiers, Tony was brought into another part of the cave. This part housed a wooden throne, and on it was a man wearing green robes, and a ring on each of his fingers. Tony was thrown to his knees before this man, still clutching the car battery powering his magnet._

 _"So, this is the great Tony Stark." the man surmised. "Welcome."_

 _Tony looked up at the man in both fear and confusion._

 _"Who are you?" Tony asked._

 _"You may call me, the Mandarin." he introduced. "And I am in need of your services."_

 _"And I need to know where you got a hold of Stark Industries technology." Stark retorted, remembering the label on the missile that nearly killed him. "Last time I checked, we don't sell to Terrorists."_

 _"We have our means." The Mandarin replied. "But with all these wonderful tools at my disposal, there is still one that eludes me. Your precious Jericho missile."_

 _Tony just stood still as the Mandarin continued._

 _"I want you to build it for me." the Mandarin insisted._

 _"... what if I say no?" Tony asked._

 _"Then I will kill you." Mandarin answered. "And we both know you would not want that."_

 _In that moment, the faces of the soldiers that had died to protect him flashed before his eyes. At least half a dozen innocent men and women who had given their lives to protect him, only to die because of his weapons. Now, he was staring at the man who was behind it all. He may have supplied the weapons, but the Mandarin had pulled the trigger. And he would do it again, with or without the Jericho missile._

 _"What do you say?" Mandarin asked._

…

"In the end, I agreed to help him." Tony admitted, no small amount of shame in his voice.

There were many horrified gasps, and even the host seemed speechless. Tony just continued with his story, completely lost in it.

"I knew that if I didn't agree to help, he'd just find someone else to do it. Someone who wasn't brave enough, or stupid enough, to do something else. Mandarin provided me with a lab, and all the tools I could ask for. Of course, my first order of business was a more… permanent solution to my shrapnel problem."

…

 _After an unknown time of work, Tony had finished his little personal project. A small circle emanating blue light. Yinsen looked at this in confusion._

 _"That doesn't look like a Jericho missile." Yinsen said._

 _"That's because it's not." Tony answered "It's a miniaturized arc reactor. Got a big one powering my facility at home."_

 _"How much power is it generating?" Yinsen asked._

"If my math is right, which it is, three gigajoules per second." Tony answered. "Think that'll be enough?"

"That can power an entire city for three lifetimes..." Yinsen gasped.

"Yeah, or something big for 30 minutes." Tony replied showing him some plans.

Yinsen looked at the pieces of paper and they revealed a metal suit of armor. His eyes widened.

"Stark… This is… not the Jericho missile..."

"No… it's something else."

…

"And that 'something else' became my first Iron Man suit." Tony continued. "It took quite some time to put together. I mean, I was in a cave with a box of scraps after all."

"So, you built the first Iron Man suit to escape from the Mandarin?"

"That's right." Tony confirmed. "But some things didn't go exactly to plan."

…

 _As Tony finished putting on the final pieces of the suit, Yinsen typed away on a laptop, powering it up._

 _"Are you sure this plan of yours will work, Stark?" he questioned for probably the hundredth time since they began the plan._

 _"Positive." Tony confirmed. "Remember, wait about ten minutes before following me out."_

 _As they continued working, the sound of men fast approaching echoed throughout the cave. Yinsen looked up, realizing what was at stake._

 _"We need more time." he realized._

 _With that, Yinsen picked up a nearby machine gun he'd cobbled together for such an occasion and ran out._

 _"Yinsen!" Tony called. "Yinsen what are you doing?!"_

 _As Yinsen sprinted out of the room, Tony glared at the computer, furious of how long the progress was taking._

 _"Come on… come on."_

 _Finally, the progress bar was fully filled, and all the lights in the room dimmed. There was the sound of heavy, moving machinery, then the men began to file in. They looked around in the dark room for Tony. Suddenly, a blue light turned on. The guards turned to see the giant metal men standing before him. One swipe with his arm knocked one of the guards aside. The others tried opening fire at him, but Tony knocked them aside as well on his way out._

 _As he continued through the cavern, several other guards fired at the metal man. All their weapons proved to be useless. Tony then set a missile on his wrist and fired it at the terrorists, taking them out. As he continued walking out of the cave, he came across Yinsen lying on the ground, clutching his stomach. Blood was pouring from several bullet wounds in his abdomen._

 _"Yinsen!" Tony let out walking over to him. "Yinsen hold on."_

 _"It's alright Stark." Yinsen replied, his breath weak._

 _"Come on I'm gonna get you out of here." Tony told him._

 _"It's alright… you go..."_

 _Tony just stood there, feeling completely useless regarding his friend's condition._

 _"Just promise me one thing… don't… waste your life…"_

 _With that, Yinsen breathed his last breath and closed his eyes… for good. Enraged by this, Tony continued walking out of the cave, where he was greeted by several more terrorists._

 _"An impressive effort Mr. Stark." Mandarin taunted. "But it ends here. Kill him!"_

 _On order, all the terrorists present unleashed all their ammunition on Tony. however, not a single bullet was able to pierce the suits metal exterior. All their clips had emptied out at that point, leaving Tony still standing._

 _"Nice try." Tony replied. "My turn."_

 _With that, Tony activated specialized flamethrowers attached to his arms and attacked the terrorists, burning several of them and destroying many of the weapons. Tony continued unleashing the streams of fire on the camp, reducing many more of the stolen weapons to ashes. In the heat of the explosion, Tony pressed a few more buttons on his suit, activating special rockets on his boots. He then began flying upward and towards freedom. Unfortunately, after a few seconds of flight, the jets died out, causing Tony to crash into the sand._

…

"Needless to say, there were still some bugs to iron out." Tony admitted.

"I'll bet." the host agreed. "Though if I remember things right, you were rescued not long afterwards.

"I was." Tony agreed. "Rhodey had a few choice words about the fun-vee when he found me in the desert, but I was glad to see him."

He's the one who brought back to the US, correct?"

"Right." Tony confirmed. "And when I got back, I had my own little bombshell to drop."

…

 _Inside the Stark Industries main office building, Tony walked into a room filled with reporters, ready to make a statement on what had happened._

 _"Thank you all for coming." Tony greeted. "I suppose you're all wondering why I called you here. Well for one thing to tell you I'm alive."_

 _The reporters chuckled a bit at that._

 _"And to share a bit of what happened over there." he continued. "I was… I saw brave American men and women killed by the very weapons that I had created to defend and protect them. I saw what my technology could be used for in the wrong hands. I realized… that I had become part of a system that was comfortable with zero accountability… in short, I had my eyes opened. I realized that I have so much more to offer this world than making things that blow up. Which is why, effective immediately, I am shutting down the weapons manufacturing division of Stark Industries."_

 _That announcement caused an uproar among the reporters, wanting answers to Tony's sudden change of direction. However, before he could attempt to begin to answer them, Pepper Potts, his personal secretary, quickly came and ushered him off the stage, away from the reporters._

…

"Needless to say, Pepper was not happy with me that day."

"Or your stockholders I assume." the host surmised.

"They all assumed I had PTSD," Tony dismissed. "But I had something other than stock figures in mind."

"What do you mean?"

"I couldn't get those faces out of my head. The soldiers I got killed, Yinsen, and I couldn't stop thinking that had I not sent Rhodey away, he would have been amongst them. I also knew that there were more weapons out there, more terrorists using Stark Weapons to hurt innocent people, and I needed to stop them. And I had a pretty good idea how."

"The suit."

"I spent weeks tinkering with the design, making it more streamline. More functional. Though there was some… trial and error along the way.

…

 _"Alright, propulsion test number one." Tony stated as he was being filmed. "Starting power levels at ten percent. Ready in three. Two. One."_

 _Tony pressed the button to activate the jets, and immediately shot himself into the ceiling before crashing back down to the ground. DUM-E, one of Stark's drones, activated his fire extinguisher trying to put out the nonexistent fire. Tony just groaned in response._

…

"But after a lot of work, I had finally perfected it. And I was ready for round 2 with the Mandarin."

…

 _The Mandarin had lead an assault on Gulmira, expanding his control of the region. His men were spread throughout the village clearing people out of their homes and shooting several more._

 _"Clear those houses!" He ordered. "Leave no one behind!"_

 _The men kept grabbing civilians and loaded them onto several trucks ready to pull out. One man was being loaded onto a separate truck from his family, his wife and young son screaming in protest. The man managed to break free, attempting to run back to his family, but was struck down by the butt of one of the guns. The Mandarin noticed this and sneered._

 _"Kill this wretch!" he demanded. "Make an example out of him!"_

 _One of the men nodded and aimed his rifle at him. Before he could take the shot, some loud jet like sound rang out in the sky. Everybody looked up to see some kind of fast moving object racing towards them. The object landed right in front of the terrorists with a thud, revealing a man in a red and yellow suit of armor._

 _"Seems my last bout with you guys didn't stick." The suit remarked. "Maybe it will this time."_

 _Mandarin raised an eyebrow at this remark, then went wide eyed realizing who this was._

 _"Stark?" Mandarin asked._

 _"Hi." Tony greeted, firing a repulsor blast at him, knocking him into a wall._

 _The other terrorists then began firing at Tony, but he just punched one of the guards aside. He then fired one repulsor blast after another at the terrorists taking them out. He turned to take out some more but saw that those terrorists were holding several of the villagers hostage. Tony slowly lowered his arm, turning the repulsor off. Then, a hatch on the back of the suit opened, sending out four projectiles, ones that locked onto the terrorists. They struck, killing them instantly while keeping the hostages unharmed. As the villagers watched the terrorists fall to Tony's suit, Tony turned to see the Mandarin starting to get up and looking royally ticked off._

 _"An impressive feat of engineering, Stark." Mandarin admitted. "If I had known you were capable of such fine work I would've treated you better."_

 _"Right." Tony dismissed, walking over to him. "I believe that. About as much as I believe in Santa Claus."_

 _Tony then picked up the Mandarin by the robes and shoved him against the wall._

 _"What are you going to do, Stark?" He quipped. "Kill me?"_

 _"I'm thinking about it." Tony replied._

 _"I warn you it will not be easy." Mandarin replied. "You have yet to see what I am capable of."_

 _"What? I'm supposed to be scared by-"_

 _Before Tony could finish, a blast of energy shot Tony away from the Mandarin. He skidded across the ground, his screen going fuzzy for a second._

 _"Okay… That was new." he let out._

 _"You're not the only one with power Stark." Mandarin replied holding up one of his hands. "These rings are hardly for show."_

 _As Mandarin continued talking, the rings on his hand started to glow, and he shot another energy bolt. This time Tony was ready, as he fired his own repulsor blast to collide with the oncoming bolt. The two kept holding out their respective bolts, with both users straining under the power. Tony's mind was racing trying to find an answer to this unexpected development._

 _"JARVIS, what the hell am I looking at?"_

 _"Unknown energy signature."_

 _"Jeez, you're a load of help! Any suggestions?"_

 _"Perhaps an extra surge of power from the chest plate"_

 _"Do it!"_

 _Tony then stopped the repulsor blast and fired out a shot of energy from his chest plate. The blast collided with the Mandarin, launching him into a building, causing the building to crumble on top of him._

 _"That was for Yinsen." Tony said._

 _With that, Tony activated his boot jets and flew off._

…

"And that was basically the beginning." Tony continued. "After a while, word of my exploits reached the states, coined the name 'Iron Man' for me. Which isn't really that accurate considering the suits made of a gold-titanium alloy, though gold-titanium alloy man isn't nearly as catchy."

The room filled with laughter, a welcome relief after such a tense story.

"After a while, rumors circulated that I was somehow involved in this." Tony resumed. "So, I held a press conference meaning to clarify these rumors and… well we all know how that turned out."

"Indeed we do, Mr. Stark." the host agreed. "Now I have one more question for you. The Iron Man rumors aren't the only ones circulating around. Is it true what they're saying about you and your secretary, Miss Pepper Potts?"

"That all depends on what they're saying." Tony replied.

"They're saying you and Miss Potts have a... Personal relationship. One that goes beyond a working relationship, if you know what I'm saying."

"I see…" Tony responded. "Well that's news to me. I'd find it hard to believe Pepper would get in a personal relationship with me without my knowledge."

Once more, laughter filled the room.

"Alright. Well, that's all the time we have for tonight. Thank you, Mr. Stark, for talking with us tonight. I think we were all grateful to learn more about Iron Man, and Tony Stark."

"My pleasure." Tony replied, standing up and walking out.

...

 **Iron Man: straight up MCU unashamedly. I love this version of Iron Man and so do you.**


	4. He's Always Angry

_Chapter 4: He's Always Angry_

Rick Jones adjusted the large backpack slung over his shoulder, letting out a grunt as he did. It felt like it weighed a ton, and with everything he'd stuffed inside of it, it probably did. He wiped his brow, feeling the heat of an Arizona summer beating down on him. He'd been hiking for weeks, but he couldn't stop. Not until he found who he was looking for.

Through the hazy heat, Rick could see a small town in the distance. At the sight of civilization, Rick let out a grateful sigh. He could restock on food, water, and probably get some information.

He approached a small diner, pausing for a minute to make sure he didn't smell TOO bad, then he headed inside. As the cool air hit his sunburnt face, he let out a sigh of relief.

"Honey, close the door." A waitress with a beehive hairdo told him, "You're letting out all the cold air."

"Sorry about that." Rick replied shutting the door. "Just passing through and I was hoping to get some water and food."

"Well, there's a general store not far from here, but something tells me you could use a minute to rest."

"Yeah I probably could." Rick admitted taking a seat. "I could also use some help. I'm trying to find someone."

"Your girlfriend run out on you?" the waitress questioned.

"No, it's not that." Rick corrected. "Just a friend who's in trouble."

"What's your friend look like?"

Rick choked a bit, then ran his fingers through his sweaty hair.

"Well, he's tall… very tall… and muscular… VERY muscular… and he was wearing a pair of purple pants the last time I saw him."

The waitress paused for a minute.

"Hang on a second," she told him. "Does this friend of yours have green skin?"

Rick snapped up at that remark, not expecting that response.

"Yeah… how did you-"

"Saw him on the news the other day." she explained. "He was tossing around tanks like they were baseball bats."

"Wow." Rick remarked. "Any idea where he was heading?"

"Report said he was heading towards the desert." she supplied. "Don't know why. There ain't anything out there but cacti and coyotes."

"That's why he's going out there." Rick said to himself, getting up out of his seat. "Thanks for your help."

"Be careful dearie." she told him. "That thing is a hulking monster. He'd probably squish your head without a second thought."

"Somehow… I doubt that."

…

Miles away in the middle of the desert, a large green man landed on the ground after leaping through the air. He continued walking through the wasteland, the heat barely registering to him. As he walked, he looked down at his massive, green hands. For a second, a vision flashed across his mind, of a set of hands much smaller, and without the green tint. The creature shook his head, trying to clear his mind.

"No..." he growled. "That's gone now..."

He then began breathing in and out heavily. As he did so, his muscular demeanor began shrinking down, the green hue of his skin fading to a more natural skin tone. He fell to his knees, panting hard as the heat, and the strain from his previous fight, took its toll on his body. He looked at his hands, a grin on his face.

"I- I'm back?" he questioned. "I'm back!"

He then got back to his feet, nearly stumbling as he did. The hot sand hurt his bare feet, but he didn't care. He just stumbled forward, seeing a canyon in the distance he could use for shelter. He carried himself across the hot desert towards it. As he made into the canyon, he rested on the canyon wall and slouched down to the ground to catch his breath. As he sat there, the sound of helicopters emanated overhead. He looked up to see several military helicopters

"No, not now." he cursed. "I just got back!"

He could feel his adrenaline accelerating, but he knew he had to keep it in. he just kept breathing, working to keep the monster from coming back out.

"Easy Bruce." he told himself. "Breathe... "

As Bruce continued breathing, the copters continued their flight path past him. Bruce let out a sigh of relief, not having to worry about having another 'incident' so soon.

"Way too close." he sighed. "Ross is one tough son of a-"

"Bruce!"

Bruce turned to the canyon entrance to see Rick Jones coming down towards him.

"Rick?" Bruce let out.

"Man, am I glad to see you. I've been trying to find you for weeks!"

"How'd you find me?" Bruce asked standing up.

"The Big Guy leaves quite a trail."

"Yeah, I've noticed." Bruce remarked.

"We'd better get going before Ross' Hulkbuster units find us." Rick decided before wrapping his arm around Bruce's shoulder. "Man, seriously, I am so glad to see you're okay."

The two then started walking out of the canyon.

"Well it sounds like you've gone through a lot of trouble to find me." Bruce noted.

"I had to, ya know?" Rick replied. "I mean, if it wasn't for me, you'd be eating lunch in some fancy restaurant with Betty Ross, not tromping around half naked in the Sonoran Desert."

"I never blamed you for that, you know." Bruce told him.

"Doesn't mean I don't blame myself." Rick retorted. "I knew I was out on a test sight, and like an idiot, I ignored the signs. I thought no one was out there, and my stupidity nearly got us both killed."

"We're alive though." Bruce reminded.

"But you're…. You know…."

"Yeah I know. But it's my problem. You at least can have a normal life."

"Normal life?" Rick snorted. "Bruce, I have had more fun these past few weeks looking for you than I had with my 'normal life'."

"Right..." Bruce dismissed. "You had fun chasing the other guy across the country. Pardon me if I'm a little skeptical."

"I backpacked across the Grand Canyon, got to see the Bryce Canyon, and I even saw Old Faithful. I've always wanted to see the world, and chasing you these past few weeks, it kind of felt like I was living my dream."

Bruce chuckled at that little realization.

Well at least some good came out of this." Bruce replied.

"But you want to know one thing I learned during my journey?" Rick asked.

"What's that?"

He pulled Bruce closer.

"Being alone sucks!" he exclaimed. "And having some angry guy sharing a space in your head doesn't count. That's why I'm gonna stick with you til the end, Bruce."

Bruce just smiled at that prospect. Unbeknownst to the both of them, some of the helicopters from before made their way back around. One of them saw two individuals making their way across the desert.

"General Ross," one of the soldiers called out over the radio. "Have some unidentified individuals crossing the desert. One of them could be Banner."

 _"Find out."_ Ross ordered. _"If it's Banner, you know what to do."_

The helicopters moved in on the two, the sound of the helicopter blades drawing their attention.

"Oh shit." Rick cursed. "They found us."

"Then let's get out of here." Bruce decided.

The two then began running from the oncoming enemies, the rush of adrenaline was beginning to send Bruce's heart rate through the roof. He could feel the other guy threatening to surface, but he forced it down.

"Not now." he snapped. "Not near Rick."

As the copter kept pursuing them, it was able to make out the identity of one of the individuals. Bruce Banner.

"Sir it's him." the soldier reported. "It's Banner."

 _"Then take him down!"_ Ross ordered.

"And what about his companion?" the soldier inquired.

 _"I said take him down!"_ Ross repeated

The soldier paused for a moment before responding.

"Yes sir."

The copter swerved towards the two. The copter then fired a missile at the two. It landed on the ground just behind them, launching them through the air. Rick went flying, landing in a heap in the sand. Bruce landed a bit next to him, and as he did, his adrenaline began spiking again. This time however, he couldn't keep it inside. He started breathing heavily as his heart rate spiked. His eyes snapped open with a shade of green. He muscles started growing and slowly turning a shade of green.

"Oh no..." Rick gasped, scrambling as far away from Bruce as he could.

As Bruce stood up, it became clear that wasn't Bruce Banner anymore, but a large, angry, green, hulking monster. The Incredible Hulk. The Hulk let out a massive roar at the pursuing copters. The copters then began opening machine gun fire at the Hulk. He took a bit of the fire before running towards a large rock formation. Hulk jumped onto the formation and then jumped at one of the copters. He then broke off the tail of the copter causing it to crash to the ground. Another one of the copters fired a missile at the Hulk. He caught the missile and let it blow up in his hands. This only made the jade giant angrier.

"Uh, sir?" one of the pilots squeaked. "Target angry! Target angry!"

 _"Deploy the tanks!"_ Ross ordered. _"I want that monster taken down now!"_

"Yes sir!"

The copters began retreating from the Hulk. Before he could do anything else, a shell blast hit him in the back. He turned around, naturally pissed, and saw a line of tanks rolling towards him.

"Ross…" Hulk spoke.

He let out a growl before running towards them. He then jumped through the air and landed right in front of one. He picked up the tank and smashed it against the ground repeatedly. He then tore off the top of the tank and used it to bash another one of the tanks repeatedly. He dropped the top of one tank and grabbed the barrel of another tank and spun it around repeatedly before throwing it through the air. The final tank fired a shell at the Hulk, but he batted it away with a hand. The shell flew and hit one of the retreating copters. It began crashing to the ground.

"Holy..." Rick swore.

Hulk saw an opening that allowed him to make an escape. He was about to when he turned back to the crashing copter.

"Mayday, mayday!" the pilot called out. "Going down!"

The copter was about crash into the ground. Suddenly, some unknown force stopped the copter. The pilot opened his eyes to see the Hulk holding up the copter. He then put the copter on the ground as Rick walked up.

"Umm…. Big Guy?" he asked tentatively.

Hulk turned to Rick.

"Yes?" Hulk asked.

"You… you saved them." He said. "You actually saved them."

"So?"

"Well… you did kill a few of those guys." Rick told him. "I mean, I'm sure a few survived but-"

"They shot at me." Hulk replied.

"Right..." Rick said, rubbing the back of his head. "But why save that guy?

Hulk didn't answer, he just turned around and started walking away. Rick's eyes went wide.

"Hey, wait!" he exclaimed.

"What?"

Rick paused.

"Umm, look. I just spent several weeks trying to find you. And even with everything I've seen, I would not want to have to search for you again. So… uhm…. Can I stick with you?"

"Why would you want to be with me?" Hulk asked.

"Because- well…" he tried, rubbing the back of his head. "I owe Bruce for kind of…. Making you."

"Then I guess I owe you too." Hulk decided.

"So, that's a yes?"

"... guess so."

Hulk then picked up Rick and placed him on his back. He then leapt up into the air. Rick grinned widely, throwing his arms up in the air and cheered loudly.

"This is totally awesome!"

Hulk glanced at Rick over his shoulder, a small smirk playing on his face. He wasn't alone. Not anymore. And part of him was starting to like the idea.

...

 **Hope you've been enjoying it so far! Hulk is kinda a combination of sources.**

 **Bruce Banner is MCU's Mark Ruffalo while Hulk himself is EMH's version. I feel both these versions combined make the definitive version of the Hulk.**

 **Rick was an addition I was initially iffy about until my co-author Author Of The Insane convinced me. Let me know what you think and see you next time!**


	5. Beware The Widow's Bite

_Chapter 5: Beware the Widow's Bite_

It was a star-studded night at Gorgon castle as a lavish ball was being held. The guests were all extravagantly dressed, mingling and trading small talk over caviar and champagne. More guests were arriving at the massive gates of the castle, the entire walk practically blocked by a trail of stretch limos.

From the most recently arrived limo, a young woman emerged from the back seat. She was dressed in a long, sleeveless black dress with a slit that nearly reached her hip. A white fur shawl covered her shoulders as she gave the doorman a small nod, tucking a strand of fiery red hair behind her ear.

"Your invitation, fraulein." he requested.

Without a word, the woman reached into a simple black clutch, pulling out the invitation and handing it to him. He glanced over it, then handed it back to her.

"Welcome to Gorgon castle."

She gave a small smile, then walked into the castle. As she entered, she adjusted that same strand of hair again, simultaneously turning on an earpiece she'd hidden in her ear.

"Alright, I'm in." she whispered, her lips barely moving as she spoke. "Anyone care to tell me what I'm looking for?"

 _"Based on the intel we've been able to gather; the castle seems to be a front for a HYDRA facility."_ the SHIELD agent on the other end of the line replied.

"Bet Barton's still kicking himself for not making the cut." she chuckled, remembering the hissy fit her purple-clad team mate had thrown.

 _"Well Barton is a master marksman but when it comes to being discreet,"_ the agent replied.

"He's sticks out like a sore thumb, I know." She interrupted.

As she mingled through the party, snagging a glass of champagne to appear inconspicuous, she noticed Thomann Gorgon, owner of Gorgon castle and suspected bank roller for the infamous terrorist organization HYDRA. He seemed to be ignoring most of the guests, his attention focused on one of the many security guards watching over the party.

"I've got eyes on the prize." she whispered, already beginning to mingle her way towards Gorgon.

"Make sure everything down below is ready for transport." Gorgon instructed. "My 'benefactors' demand everything arrives on schedule."

The woman gave a smirk, leaning against a support column and sipping at the champagne. Her eyes never left the guard as he nodded in response to his boss' instructions. She then set the glass aside, following the guard walked out of the main gallery where the party was being held and made his way into a private study. The woman stayed out of sight as the guard went over to a bookcase and pulled out what looked like a copy of _Mein Kampf_. As he pulled the book out, the bookcase itself started sliding to the side, revealing a secret elevator. The guard got inside the elevator and the bookcase slid back into place. As if it hadn't moved at all.

"Why is it always a bookcase?" the woman questioned with shake of her head.

She took hold of _Mein Kampf_ , giving it a tug and unveiling the elevator again. She slipped inside, immediately losing her high heels as the car went down. She tied up her skirt, allowing her easier leg movement, then ditched the shawl as well.

"Now, let's see what Hydra's got hidden in the basement." she said to herself.

Finally, the car reached its destination. The door slid open and she wasted no time leaving it. She then made her way through what looked like a vast underground cavern. Before the woman knew it, she came up to a kind of hidden laboratory, full of scientists working on new kinds of weapons and technology. The woman could hardly believe her eyes.

"Remember how our intel said that HYDRA wasn't a major threat?" she whispered into her earpiece.

 _"Yeah?"_

"Our intel was wrong." she explained. "Dead. Wrong."

 _"Find out what you can and get out of there."_

"I'll do what I can."

She slipped through the cave, her bare feet padding on the cold floor as she silently did some recon. She slowly poked her head around a corner to see an empty computer terminal. She decided to take the opportunity to sneak over.

"What are you up to, Gorgon?" she asked.

She made her way over to the terminal and started trying to hack inside. It took a few minutes, but eventually, she was able to get in. She smirked, then cracked her knuckles as she skimmed through the files.

"Let's see what we've got."

As expected, she found several blueprints for different weapons, chemical compounds for gas, and even studies on germ warfare. However, one file caught her eye, one that made her jaw drop.

"Project Rebirth?" she asked aloud. "What on…"

"What are you doing here _fraulein_?"

The woman turned around to see a guard pointing a gun at her head. She tried thinking of a proper response that wouldn't get her killed.

"Looking for somewhere to powder my nose." she replied

"A bit far off for that wouldn't you say?" he asked.

"Well it was worth a shot." she shrugged off before kicking the gun out of his hand.

Before he could even react to what was happening, the woman struck him across the face. She then leapt into the air and double kicked him in the chest knocking him to the ground. As she landed on the ground herself, she used her hands to spring back up to her feet. As she stabilized herself, she looked down at her fallen opponent. Before she could turn back around to the computer, she heard a nearby door open and more guards came out.

"Great." the woman said to herself.

Thinking fast, she dove towards the fallen guard's gun and grabbed it. After rolling on the floor a bit, she came up, the gun in her hand and ready to fire. She unleashed several shots, taking down a few of the incoming guards. As she continued firing, the gun was shot out of her hands. She turned to see several more guards entering the lab, with Thomas Gorgon with them.

"It would seem we have an uninvited guest." Gorgon deduced.

"Actually, I handed in my invitation at the front." the woman informed.

"Yes miss… Rushman, was it?"

"Yes, but you can call me Natasha."

"As in Natasha Romanoff, the infamous Black Widow."

"I wouldn't say Infamous."

"I wouldn't say famous either." Gorgon countered. "You're outnumbered, outgunned, and have no means of escape. What are you going to do now?"

Natasha glanced around, trying to figure out a means of escape. As predicted, none were available. With a sigh, she raised her hands above her head.

"Budapest." she whispered.

...

 **Black Widow: MCU version. lines up with my version of Hawkeye.**

 **Hope you all have been enjoying this so far.**


	6. Can't Seem to Miss

_Chapter 6: Can't Seem To Miss_

In the secret headquarters of the Strategic Homeland Intervention Enforcement and Logistics Division, or S.H.I.E.L.D., Deputy Director Maria Hill was monitoring the communications of one of their agents before she lost contact. Before she did however, one last word was able to make it through.

 _"Budapest."_

Hill swore, then tossed her headset aside.

"Someone get me Agent Barton!" she requested. "We have a Code Black. Repeat, we have a Code Black."

…

Meanwhile, Agent Clint Barton was in the rafters of the hanger bay, sifting through the prescribed files for his directors 'Avengers Initiative'. He was reading over the many potential candidates, snorting at their descriptions and histories.

"Man, Fury must be desperate if he thinks these guys can do what he wants." Clint remarked. "No way any of these clowns could-"

"Agent Barton!" a voice called out.

Clint looked down to see Coulson standing directly beneath him. With grace born of a life in the circus, Barton slid off the rafters, landing perfect in front of Coulson. The agent didn't even bat an eye at this, having gotten used to the odd behaviors of Barton over the years.

"Agent Hill's looking for you." He explained. "Agent Romanoff needs your help."

"What? Nat needs my help mingling with the one percent and eating shrimp cocktails?" Barton asked.

"Budapest." Coulson replied bluntly.

With that, Clint dropped the wise ass attitude and got serious.

"Give me ten minutes to prepare." he replied before walking off.

"You have eight." Coulson told his retreating form.

…

Within the hour, Clint was prepped and on a jet heading towards Natasha's last known location.

"How long since Nat's last transmission?" Clint asked.

 _"About thirty minutes ago."_ Hill answered over comms. _"We received intelligence that Gorgon Castle was a front for a HYDRA operation, and we were right."_

"I was there for the briefing, Hill." he interrupted. "Skip to the stuff I don't know."

 _"HYDRA's making a comeback, and Romanoff was right in the center of it. She was about to give us a peek at their plans before Gorgon got his hands on her."_

"I'm guessing that's where I come in." Clint surmised.

 _"Right."_ Hill confirmed. _"You need to get to Natasha before Gorgon kills her."_

"No, I need to get to her before she kills him." he corrected.

With that, Clint hit the button opening the hatch, just as they were approaching the castle. He then fired a grappling arrow out of the jet and into the wall of the castle. Without a moment's hesitation, he ziplined on the rope towards the castle.

…

Outside on the wall of the castle, one of the guards was walking around, keeping watch for any intruders. Suddenly, a strange sound rang out. He looked around and eventually saw Clint ziplining towards him. Before the guard could react, Clint kicked him in the head, knocking him out before landing on the wall. He then drew an arrow, shooting an adjacent guard before he had time to react. With the outer guards down and out, he continued making his way along the wall looking for an entry point.

…

Inside the underground lab, Natasha was tied down to a chair being interrogated by Gorgon and several of his men. Infuriated by the lack of information he was getting, he promptly smacked her across the face.

"I must say this is not how I wanted this evening to go." he lamented.

"I know how you wanted this evening to go." Nat replied curtly. "Trust me, this is better."

Gorgon chuckled a bit before pressing on.

"Tell me, how much does S.H.I.E.L.D. know about me?" he inquired.

"Enough." she snapped.

"Such spirit from one so… close to death."

As if on cue, one of his men pointed a gun at Natasha's head. The woman didn't even flinch.

"Is this supposed to scare me?" she questioned. "Because it's failing miserably."

Gorgon growled in response.

…

Inside the castle, one guard was walking by a stain glass window when Clint crashed through it. The guard readied his weapon to fire, but Clint fired off an arrow before he could. The arrow hit his chest and electrocuted him, causing him to fall to the ground unconscious.

"Sorry about the window." Clint told the unconscious guard. "Hope it wasn't too expensive."

As he finished, he looked up to see several more guards charging toward him. In response, he drew another arrow and strung it in his bow, ready to fire.

"Let's do this!" he let out, firing the arrow.

…

Back down below, the loud noises of battle reached Gorgon and Natasha. While Gorgon had a look of confusion and irritation, Natasha smirked, knowing exactly what was going on.

"What is that?" Gorgon let out.

"That… is overdue." Natasha replied.

With that, Natasha stood up still tied to the chair, and spun around and hit Gorgon with the chair. As a guard tried restraining her, she slammed a chair leg on his foot before hitting his head with the back of her head. As another guard came running up to her, she placed a foot on a recovering Gorgon and sprang up flipping through the air landing on the oncoming guard and shattering the chair in the process. As she got back up, another guard tried grabbing her. Before he could, she swung one of the pieces of the broken chair around, hitting him in the face. As he stumbled back, she ran up and jumped towards him, wrapping her legs around his neck. She then used her weight to flip him onto the ground as she landed on her feet. As she steadied herself, more guards came running towards her. She just shrugged it off and got ready for the fight ahead.

…

Back inside the main castle, Clint was knocking down guards like shooting skeet. Some of the guards tried firing at him, but he just rolled on the ground and fired off another arrow. The arrow landed right in front of them before blowing up, sending them flying. Clint then stood up, letting off one arrow after another, each one of them finding their target with precision accuracy. He then let off one arrow that embedded itself into a guard's chest before firing several bullets out at other nearby guards. He was about to exit when he saw more guards coming. Looking up, he fired another arrow at a chandelier that sent it crashing onto the oncoming guards. Smirking, Clint continued walking through the castle until he reached the study.

"Now if I were an evil super villain," he said to himself. "Where would I hide the entrance to my secret lair?"

Clint practically scanned around the room until his eyes locked onto the bookshelf. Shaking his head smiling, he walked over to it.

"Alright, now to find the correct book."

His eyes rested on _Mein Kampf_ and he felt part of him want to hurl.

"I can't believe they actually still print this."

He grasped it, then yanked. There was a click, then the shelf moved to reveal the same elevator Nat had taken. Proof she'd used it could be found in the pair of heels and the fur coat that laid on the ground. He shook his head and picked them up. After he got it, the shelf closed, and the elevator proceeded downward. Expecting a fight, Clint pulled out another arrow and strung it on his bow. Finally, the elevator stopped, and the door began to open. Clint quickly rolled out into the room and aimed his bow and arrow… only to find all the guards present on the floor either unconscious or dead.

"Well… this is awkward." Clint said to himself.

"You're telling me." another voice agreed.

Clint turned to see Natasha back at the computer downloading several files. Her dress was slightly torn, and she had marks on her wrists and ankles, but aside from that, she was fine. Clint just shook his head as he replaced the arrow and stood up.

"You know, what's the point of me coming to rescue you if you can handle several dozen flunkies by yourself?" Clint asked.

"You cleared the way out of here, didn't you?"

"Touché. What about Gorgon?"

"Over there." Natasha answered, gesturing to the unconscious HYDRA member.

Before another word could be said however, another door opened and several more guards came pouring out. Nat cursed in Russian, glancing at the screen.

"It's not done yet."

"Then we'll just kill some time till it is." Clint remarked pulling out an arrow.

As Clint let loose one arrow after another, Nat drew one of the guns she got from the guards and began opening fire. While several guards were being mowed down by the two, a few were able to get past their wave of fire.

"Watch your flank Clint." Nat warned, shooting a guard that got a bit too close to the archer.

Clint quickly kicked one oncoming guard in the face before resuming fire.

"You know if this is what happens when Fury sends us to these fancy shindigs, I'm really disappointed I missed out." Clint commented.

"Usually it's just small talk and pretending I give damn." Nat replied. "Give me Papa Johns and John Wick at your apartment any day"

"Eh you got a point." Clint admitted letting loose another arrow. "Maybe it's just the fallout I enjoy so much."

"And that's why we're partners. Duck."

Clint ducked, and Natasha let out another shot, taking out an oncoming guard behind him.

"Nice shot." Clint complemented standing up.

"Your turn."

Nat hit the ground, shooting between Clint's legs as he shot an arrow at a guard attempting to brain her.

"Think that's all of them?" she asked.

Clint pulled out one more arrow and aimed behind him. Not even looking, he let the arrow loose as it hit the last guard.

"Yes."

At that moment, the computer made a dinging sound, indicating that the download process was complete. Natasha went over, pulling a flash drive out of the computer, sliding it back into the necklace she'd used to smuggle it into the party.

"Think that'll give us a better look into HYDRA's plans?" Clint asked. "I bet my .45s on it." Nat replied. "Now please tell me you parked close to the gate."

"Jet I came in on is looping around as we speak." Clint informed.

"Then let's go." she decided, taking her shoes from Clint. "Can't wait to get out of this dress."

"Why?" Clint asked. "You've worn worse for undercover ops."

"You try fighting in a dress 'Hawkeye'." she retorted. "It's harder than it looks."

With that, the two shared a laugh as the exited the castle.

...

 **Not much to add to this, other than I hope you all enjoy the story.**


	7. The Wondrous Wasp

_Chapter 7: The Wondrous Wasp_

"I still can't believe you talked me into this." Hank Pym let out.

"Oh, come on Hank." Jan countered from behind a change screen in the lab. "It'll be fun."

After many weeks of work and fine tuning, Hank had finally finished designing a suit for Janet to wear as his crime fighting partner.

"You sure you don't want to reconsider this?" he asked. "What we're getting involved in is a pretty high risks job. It's not to be taken lightly."

"Blah blah blah, just tell me how this works." she replied slightly irritated.

Hank let out a sigh of annoyance

"The suit is endowed with specialized Pym particles that will allow you to decrease in size, but still retain your normal strength and speed." Hank explained. "Additionally, the suit comes with nano-fiber wings. They're lightweight, extremely durable, and very strong."

"Really?" Jan asked finally coming out. "Sounds fun."

Hank turned around and the sight took his breath away. Jan stood in a yellow and black dress with black leggings, yellow gloves and boots, and antenna on both ears.

"Woah." Hank let out.

"You like it?" Jan asked. "It feels nice.

"I… you look… great." Hank tried to say.

"Well, looks aren't everything." Janet replied. "Time to see what this baby can do."

With that, Jan shrunk down, and her wings sprouted out of the back of her suit. She buzzed around in a circle, giggling like a schoolgirl as she did.

"Is this what riding on Antony feels like?"

"In a sense, yes." Hank answered.

"So, what else can this suit do?" She asked.

"Well it's equipped with electric bio-tasers on either glove." he explained. "These will disperse low energy blasts or 'stings' if you will. No permanent damage, but it will definitely leave a mark."

Jan looked down at her hands and tried activating the stings. Her hands then began glowing, much to her delight. She then shot her hands out and fired a few stings at some nearby books. The books jumped off the shelves, the covers and a few pages singed.

"Sweet." she commented.

"Well you seem to be getting the hang of this." Hank observed smiling.

"Oh yeah!" Jan agreed. "Come on, I'll race you down the block!"

Before Hank could get out a word, she bolted out the window.

"Jan, wait!" he called out to no avail. "I think I'm starting to regret this decision."

...

Jan was having the time of her life. Flying through the city while the size of a bug was probably the most fun thing she had ever done.

"I can't believe I waited this long to get a suit!" she exclaimed. "This is the coolest thing ever!"

 _"Jan!"_ Hank called on the communicator he installed into the antenna. _"Where are you?"_

"Hank?" she questioned. "You put in a radio? Nice."

 _"Well if we're going to work together we need a way to communicate with each other, right?"_ Hank replied.

"True." Jan agreed. "But to answer your question, I'm at the corner of Jefferson and-"

Just then, an explosion rang out from a nearby lab. Jan turned just in time to see a mini tornado plowing through the doors and onto the street.

 _"What was that?"_ Hank asked.

"Uh… gotta fly now!"

 _"Jan, would you just wait?!"_

Jan just flew after the tornado through the busy city streets.

"Okay, that is too small to be a normal tornado, and the weather's all wrong. So, what's really going on here?"

As she flew alongside the tornado, she fired a few stings at it. Nothing seemed to happen at first, but then the tornado swerved towards her. She quickly flew up to avoid it. As she looked down, she saw the tornado stop and begin to disappear. In its place was a man wearing green armor and a weird helmet that covered everything except his eyes.

"You actually shot at me?" the man asked as Jan flew back down to him. "That was a mistake. No one shoots at Whirlwind."

"First time for everything right?" Jan countered.

Enraged by this, Whirlwind turned back into his miniature tornado and began chasing after Jan, who began flying away from him. The two continued racing down the street, swerving around and dodging every car that came in their way.

"So, what's your deal?" Jan asked. "Just wake up one morning and decided to trash a college lab?"

"It just so happens, trashing that lab just made me a millionaire." he retorted.

"Ooh, so will trashing you make me a trillionaire?"

Irritated, he accelerated towards her. She quickly flew upwards to get away from him, but he quickly followed.

"Okay, I did not expect him to do that." she admitted.

As he came up to her level, he unleashed a series of fast moving punches towards her, all of which she tried to avoid. One punch actually made contact with her and she was sent flying into a car, leaving a fair-sized dent in the door.

"Okay… Maybe Hank was right..."

As she got back in the air, she saw Whirlwind charging toward her. She quickly flew over the car and around a street corner. Whirlwind however, plowed through the car, slicing it in half as he pursued her. What was waiting for him however, was a swarm of ants flying right at him. As Whirlwind attempted to bat the ants away, Jan came to a halt in the sky, letting out a sigh of relief.

"Let me guess," she said aloud. "An ant told you where I was."

"A termite actually." Hank corrected, riding up on an ant. "He was in the sonics lab when it happened."

"He said busting up that lab made him a millionaire." she remembered. "Makes you wonder what he stole."

"We'll figure that out in a moment," he replied. "First I think I need to give my new partner a talk in team communication."

Jan turned red with embarrassment, rubbing the back of her head.

"What were you thinking Jan?" he asked. "This guy could have killed you."

"I'll admit, maybe I let the adrenaline cloud my judgement, but I thought I could take him."

"Well you thought wrong! This is a dangerous job and I don't want to see you get hurt! If something happened to you-"

Before he could finish, Whirlwind had spun around so fast it knocked the ants away, as well as Hank and Jan.

"Playtimes over." he declared, activating buzz saws on both his arms.

As he spun around again, the buzz saws flew off his arms towards the pint-sized heroes. Both Jan and Hank scattered to avoid the saws. Thinking fast, Jan flew towards Whirlwind, dodging and blasting the buzz saws as she did so. As she came up to him, she grew to normal size blasting him in the face, causing him to cry out in pain before falling over unconscious. Hank marveled at this as he returned to normal size.

"Whoa." he let out.

Jan then turned around and walked over to her partner, giving him a hand up.

"Maybe I underestimated you a little." Hank admitted.

"And maybe I need to work on listening." Jan admitted herself.

"Yeah well… maybe we can help each other. We are partners after all."

"Right. Ant-Man and the Wasp!"

Hank chuckled a bit at Jan's choice of name.

"Wasp huh?" he asked. "I like it."

...

 **Wasp: EMH all the way. look and personality. if it ain't broke don't fix it.**


	8. The Mighty Thor

_Chapter 8: The Mighty Thor_

Dr. Donald Blake walked down the street of Downtown Santa Fe, a large bouquet of flowers in his hands. His long blonde hair was pulled back in a ponytail, and his beard was neatly trimmed and combed. He was whistling a strange tune as he walked, smiling happily. As he walked, a loud explosion rang out. As he turned in the direction it was coming from, several cars were being tossed through the air.

"What manner of being could be causing this amount of chaos?" Donald asked aloud.

As more cars went into the air, Donald ran towards the destruction to see what was going on. When he arrived, he saw four overly muscular men trashing the city. One wearing a green trench coat, a purple mask, and carrying a crowbar, another in a white and blue outfit with a red mask and oversized fist, a third in a green and yellow costume wielding a ball and chain, and a fourth in an orange costume and a metal mask.

The four ruffians appeared to be focusing their attention of a large armored truck, one with the emblem for a nearby bank emblazoned upon the side. The one with the oversized fist was pounding away at the metal doors, creating a big enough dent so he could yank the doors apart.

"Look what we got here boys." he called out. "An ATM on wheels."

"Nice work Piledriver," the one with the crowbar complimented. " let's load up and head out."

Watching all this, Donald's eyebrows furrowed. He set his bouquet aside, approaching the group. As he approached, he thrusted his hand out, his palm open. From down the street, a small object moved at impossible speeds. It collided with Donald's hand, revealing itself to be a large, ornate hammer. The second it touched his hand, thunder echoed through the streets, lightning striking Donald. His suit disappeared, replaced by a dark armor with scale plating on the arms. A long red cloak flowed down his back, and a silver helmet with large wings now covered his hair, now free of the ponytail.

The noise and lights drew the attention of the four, all of them turning as the light faded, revealing none other than Thor.

"Your power is impressive, for mortals." he complimented. "Stand down now, and you might walk away from this. Resist, and you will feel my wrath!"

After hearing this, the four men laughed out loud in response.

"Get a load of this guy." the one with the metal mask.

"Can you believe this guy Wrecker?" Piledriver asked.

"You got guts pal." Wrecker admitted. "But nobody tells the Wrecking Crew what to do but me!"

"Well then," Thor started pounding his hammer into his hand. "The hard way it is."

With that, Thor spun his hammer by the leather strap on the end and hurled it forward, launching him towards the Wrecking Crew.

"Have at Thee!"

He plowed right through the four of them, sending them flying in opposite directions.

"Thunderball! Bulldozer! Take him out!" Wrecker ordered.

The two wreckers charged at Thor, Thunderball twirling his large metal ball like it was nothing. As Thunderball swung his ball at Thor, Thor swung his hammer at it, sending Thunderball flying. As Bulldozer charged at him, Thor spun his hammer in an upward position. As he came up, Thor knocked Bulldozer into the air, sending him flying into the armored car. He landed hard enough to leave a Bulldozer sized dent in the roof. The remaining three members of the crew all turned to Thor angrily.

"Had enough?" Thor asked,

"Not yet." Piledriver responded.

Piledriver then charged at Thor and punched him across the face repeatedly. As Piledriver was wailing on him, Wrecker ran up and smacked Thor with his crowbar, causing him to drop his hammer as he flew.

"Not so tough without your hammer, huh pretty boy?" Wrecker taunted.

The ruffian then attempted to lift the hammer himself, preparing to bash Thor's head in with it. However, he could not even lift it. It was as if the hammer was fused to the concrete. No matter how hard he tried, he couldn't so much as make it twitch.

"What! The! Hell!" Wrecker let out, infuriated.

Slowly, Thor regained his footing, smirking as a chuckle escaped his lips.

"You honestly think you could wield the mighty Mjolnir.?" Thor questioned. "You are not worthy of its power. I am!"

With that, Thor held out his hand, calling back his hammer.

"You may not be able to have the hammer," Thor remarked reclaiming the hammer. "But you may have its thunder!"

Thor then held his hammer up towards the sky, dark clouds culminating above him. They swirled in an ominous spiral, earth shattering thunder shaking the entire block as blinding lightning struck the hammer. The metal sparked with energy as Thor struck the ground. As he did so, electricity surged from the hammer towards the Wrecking Crew, electrocuting them all. They all cried out in pain and agony as the lightning coursed through their bodies. They all fell to their knees, groaning in pain as the stench of singed hair filled their nostrils. Thor looked down upon them, his smirk still plastered on his face.

"Had enough yet?"

They all groaned in response, then they all promptly collapsed on the pavement as police began to move in on the area. At that moment, a loud bell began ringing out. Thor turned to see a clock reading 6:00. His eyes flew open as he glanced over at where he had set his bouquet. Unfortunately, the bench he had placed them on had been reduced to a pile of scrap metal, and the flowers were in no better shape.

"Why is it flowers cannot survive a single day with me?" he asked himself.

…

Jane Foster sat at out on the patio of one of the nicer restaurants in Santa Fe. From her table, she could see the dust and smoke from the battle that had occurred not far from where she was. She had smirked when she saw the clouds gathering, shaking her head with a smile.

"Well, I guess he's going to be late again." she said, though she didn't seem upset, or surprised at the notion.

As she took another sip from her drink, Thor, dressed as Donald once again, came walking out onto the balcony, the remains of his bouquet in his hands. Jane saw him coming and smiled, standing up to embrace him.

"Glad you finally made it." she told him, pecking him on the cheek.

"Sorry I'm late," Thor apologized, holding out the flowers. "There was a… disturbance."

"I can see the smoke from here." she replied, taking the flowers. "So, what happened to these ones? They don't appear to have been electrocuted this time."

"Crushed under debris." Thor explained.

"Well, it's an improvement." she joked, setting the flowers aside. "Though I will admit, those Jotunheim frost flowers probably lasted the longest. I'd probably still have them if Darcy hadn't used the blooms to cool down her soda."

Thor chuckled at the thought. He sat down at the table as Jane swirled her wine in her glass.

"So, tell me everything." she told him eagerly.

Thor smiled, then began to spin the tale, thrilling Jane with every detail.

...

 **Thor: MCU version. Only difference is the outfit has the metal helmet with it. Because of course it does. Please keep reading and enjoy!**


	9. The Best There is at What I Do

_Chapter 9: The Best there is at What I Do_

Running. That's what he had been doing for so long. Always running, always on the move. Always trying to stay ahead of them. The ones who erased his past and turned him into a weapon. Leaving him with nothing but one name... Logan.

Logan tromped through the Canadian wilderness, his head low and his hands stuffed in his pockets. There wasn't any civilization for miles, but he didn't care. He didn't need it.

His ear twitched at a slight sound carried on the wind. He froze, sniffing the air to try and catch the scent of whatever was out there. Around him, he heard stealthy footfalls in the snow around him, much too large to be an animal.

Logan let out a growl that could be described as animalistic. He pulled his hands from his pockets, clenching them into fists. From in between his knuckles, three blades shot out, piercing his skin to form long claws on both hands. He broadened his stance, darting his eyes in either direction, and baring his teeth as if daring whatever was out there to show itself.

"Come on bub," he said to seemingly no one. "Come out and show yourself."

His only answer was unnerving silence. Just then, his ears picked up the smallest rustling branches from off to his left. Logan turned towards the sound, then was immediately knocked back by a bullet hitting him right between the eyes. He fell back in the snow, landing in a heap. Once he fell, an entire army of men emerged from all around him, all of them training their weapons onto him.

"Is he… dead?" One of the younger members of the team questioned.

"Not a chance." one of the older soldiers replied.

As if to prove him right, Logan sat right back up, the bullet slowly pushing itself out of his head. The bullet fell into the snow, the wound closing almost instantly.

"Shoot him!"

As the soldiers began opening fire, Logan charged at them. He quickly slashed two of the soldiers with his claws and straight up stabbed a third one. As more soldiers came up, Logan threw one soldier he stabbed at them, knocking them to the ground. He then sliced up the guns of more soldiers coming at them. Once they were disarmed, he slashed and sliced at them without a moment's hesitation. While Logan was mowing down the soldiers with no problem, a single man stood at the head of a large platoon of Mutant Response Division soldiers.

"Send in the retrieval squad." he commanded.

With that, the MRD soldiers moved in. They then fired electric darts at Logan. As they made contact with his skin, electricity surged through his body. His metal bones only amplified the shock. As he fell to his knees in pain, the man in charge of the MRD forces, a Colonel Moss, smiled widely.

"Been waiting a long time to get you back, Wolverine." Moss sneered, his fingertips dancing on a set of three scars across his face. "You have a lot to answer for."

"Up… yours… Moss." Logan said, groaning in pain.

Moss just growled in fury. He gave a signal for the MRD to hit him again, which they did. As Logan howled in agony. As they continued firing, some strange red laser hit one of the soldiers, sending him flying back. The other soldiers and Moss turned to see three individuals in uniquely designed costumes standing before them. One was a man in a blue and yellow outfit and a special visor on his eyes. Another was African-American woman with white hair and a white costume with a long cape flowing behind her descended from the sky. The final was a young woman in a yellow and blue costume with long flowing red hair.

"Jean, get him free of those lines." The man ordered. "Storm, make it rain."

The two women nodded and moved out. Storm flew into the air and raised her hands, summoning a powerful rain storm. The soldiers were blinded by the downpour on their visors, allowing the leader to blast at them one by one. While the soldiers were being distracted, Jean made his way to Logan and used her telekinetic powers to remove the tasers from his body. Finally free from the pain, he slumped over in relief, only to be caught by Jean.

"Easy there." she said in a soothing tone. "You're safe now."

Logan slowly looked up to see the vision standing before her.

"My name's Jean." She told him, smiling down at him as the rain poured down over them both. "What's yours?"

"... Logan."

…

Within a few hours, Logan was taken by Jean, Storm, and third one, who he later learned was called Cyclops, to a large mansion in rural New York. It was an expansive estate with grounds that seemed to go on forever. As the large jet, dubbed the Blackbird, landed in what appeared to be a basketball court, Logan could see several children running around. Even from a distance, he could see that they were all mutants. As the Blackbird lowered itself down to an underground hanger underneath the basketball court, Logan saw a bald man in a wheelchair was waiting for them. Once the Blackbird landed, the four of them got out as the man rolled up to greet them.

"Welcome back." he greeted. "I see the mission was successful."

"Yes, it was." Cyclops confirmed. "We managed to get him out of there safely."

"Welcome Logan." the man greeted turning to him. "I'm Professor Charles Xavier."

Logan's instincts flared, telling him that the Professor was not someone to be taken lightly. He assumed a defensive stance as he eyed the Professor carefully.

"How do you know my name?" he demanded. "And why did you bring me here?"

 _Let us just say you're not the only one with… talents._

Those words came from the Professor, but his mouth didn't move. This made Logan more confused than ever.

"What is this place?" he asked, though he seemed more curious than defensive now.

"Well to the public, we're just a school for gifted youngsters." the Professor explained, speaking this time. "In truth however, this is a home for mutants. Those with special or inhuman gifts. Not unlike yourself."

"You are not the first mutant the Professor has rescued." Jean informed him. "He's saved many of us, whether from the MRD or from those who would use us for our gifts."

"How?" Logan questioned.

Cyclops chuckled slightly.

"It would just be easier to show you."

…

Within a few minutes, Logan and the others were standing in front of a massive computer system complete with a headset, presumably used by the Professor.

"This is Cerebro." The Professor explained. "It amplifies my psychic powers to locate mutants anywhere on the planet."

"And this is how you found me?" Logan asked.

"Yes." the Professor confirmed. "We use it to find and help wayward mutants."

"And the… colorful costumes and codenames?" Logan questioned.

"An idea one of my students came up with." The Professor explained. "While the team was indeed my idea, my students are the ones who decided to call the team the X-Men. They even designed their own costumes and created their own code names."

"Like Storm and Cyclops? What do they call you? Wheels?"

The Professor chuckled a bit in response.

"Professor X actually." he corrected. "But I did not have you brought here so I could talk about myself. I want to help you Logan."

"And why would you want to help me?" Logan asked intrigued.

"Your mind has suffered terribly." The professor replied, his face becoming sympathetic. "Your memories have been taken from you, stripping you of who you were, and who you are meant to be. I merely wish to help you remember."

Logan let out a snort.

"No offense Professor," Logan responded. "But given the job those Weapon X bozos did on me, I don't think even you could help me."

"Professor Xavier is one of the most powerful telepaths on the planet." Jean insisted. "If anyone can help you, it's him."

Logan glanced over at Jean, then back at the Professor. Finally, he let out a sigh and smiled.

"Well, I ain't got anywhere better to go." he relented. "I'll stick around. But don't expect me to wear one of those stupid outfits."

…

Sometime later, Logan, now going by his old codename, Wolverine, found himself fighting alongside the X-Men as one of their own. He even had his own yellow costume with a mask that had navy blue exaggerated eye pieces. His blue gloves had been specially designed to allow him access to his claws without destroying the gloves. Now, Wolverine and the X-Men were up against the Brotherhood of Mutants, a group of mutant extremists who believed that Mutants were destined to rule the world. Their latest plan involved kidnapping renowned mutant hater Senator Robert Kelly. One of the members, Domino, was laying down some heavy fire on the X-Men, her bullets constantly hitting their mark. Unfortunately, that mark was Wolverine, who drew her fire as the others moved in.

"Better get moving, Summers." Logan spat. "Just cause I'm bulletproof doesn't mean I like getting shot."

"Working on it Logan!" Cyclops called out, trying to blast at Toad.

Toad kept bouncing around, avoiding each optic blast Cyclops tried to deal out to him. Storm watched Toad's movements, slowly becoming more and more annoyed with him.

"Scott, let me handle him." she insisted. "I'm curious to see what happens when a toad is struck by lightning."

Storm then summoned intense storm clouds, that shot out a lightning bolt at Toad. As he got hit, he fell to the ground, moaning in pain.

Meanwhile, the overly obese Blob was duking it out with the metal clad Colossus. While a hard blow from Blob sent Colossus skirting back a bit, he quickly ran forward and delivered one blow to the face after another. Until finally, one final punch knocked him to the ground.

Jean meanwhile, was duking it out with the blue skinned shapeshifter, Mystique. The two women were trading blows back to back, their martial arts prowess almost equal. However, Mystique help a slight advantage over Jean, one she used to catch the red head across the head, knocking her aside.

"Jean!" Logan exclaimed.

Without thinking straight, Logan bolted away from Domino's line of fire and tackled Mystique to the ground. He then began wailing on her while Domino set her sights on Cyclops. She took her shot and nailed Cyclops in the side, causing him to fall to the ground in pain. Before Domino could get off another shot, Cyclops mustered enough strength to get off an optic blast, taking her out.

"Scott!" Jean called out running over to him.

As Wolverine got back up after taking Mystique out, he turned to see Jean checking the extent of Scott's injuries. Thankfully, the bullet seemed to have passed right through his side. He was going to need a doctor, but his life wasn't in any immediate danger.

"I'll be alright…" Cyclops replied.

"We need to get out of here!" Jean declared. "Piotr, get the Senator!"

Colossus grabbed a large sack that had been carried by Blob before the fight began. It was wriggling around, no doubt due to its angry occupant.

"I have him!"

"Then let's get out of here!" Wolverine snarled.

…

After the battle, Cyclops was taken to the medical bay where he was looked over by Hank McCoy, better known as Beast.

"You got lucky Scott." Beast informed him as he wrapped the bandages around his stomach. "Had the bullet been any higher it would have nicked an artery."

"That's good to hear." Scott replied before turning to Logan. "Where were you?"

"Protecting my team mate." Wolverine replied.

"You were supposed to be keeping Domino occupied!" Scott snapped.

"Jean went down, what was I supposed to do?"

"Trust that she could take care of herself!"

Jean let out a frustrated sigh.

"Again with this?!" she snapped. "I swear, ever since Logan joined this team, you two have been at each other's throats! You're a team! Act like it!"

"It's not my fault he can't follow a single order!" Scott insisted.

"Gentlemen, Miss Grey, perhaps this conversation could wait until after Scott had healed?" Hank suggested.

"Good idea Hank." Jean agreed walking out.

Wolverine and Cyclops shared one last glare, then the former stalked out of the medical wing.

…

Logan sat on the roof of the mansion, a cigar in his mouth and a few empty cans of beer around him. As he took a long drag from the cigar, Jean walked up beside him.

"You know the Professor has a policy against smoking, right?" she told him, sitting down beside him.

"Sorry." he apologized throwing the cigar away. "What brings you up here?"

"I found something." she told him.

She reached into her pocket, pulling out a pamphlet.

"The Smithsonian has recently opened an exhibit on World War II. Specifically, about Captain America and the Howling Commandos."

"Super soldier from World War 2?" he asked. "Why so interested in that?"

"Because amongst the Commandos was a Sergeant named James Howlett." She explained. "Though he was called Lucky Jim by his friends."

She opened the pamphlet, revealing a copy of an old photograph. She showed the picture to him, tapping her finger against one of the men in the photo.

"Doesn't he look familiar?" she asked with a smirk.

Logan went wide eyed at the sight.

"That's… me."

Jean's smirk became a genuine smile.

"You were a war hero Logan." she told him. "And your name was James Howlett."

"James Howlett." he repeated, looking down a bit. "It's something, not being able to recognize your own name."

"Give it time." She told him, wrapping an arm around his shoulder. "Soon, it will be like you never lost it."

While they were talking, Scott happened to walk outside and see the two on the roof. When he saw Jean's arm around Logan, and the way he seemed to be leaning into her, he began to seethe in rage.

…

"Ain't it past your bedtime, shades?" Logan growled.

He'd been out enjoying a night time walk when he'd been interrupted by a pissed off Scott. Scott approached Logan, the latter keeping his back to the former.

"Saw you talking with Jean earlier." Scott told him.

"That so wrong?" Logan asked. "Didn't think I needed permission to talk to people."

"Depends." Scott responded. "What were you talking about?"

"None of your damn business, Summers." Logan snapped.

"When I see a teammate getting closer than he should with my girl, I make it my business." Scott declared.

"Your girl?" Logan repeated, finally turning around. "You know what, Summers? You got a lot of nerve talking about Jean like that. She ain't your possession, and she ain't no prize. So stop talking about her like that before I make you regret every word."

He turned away, preparing to leave the confrontation at that. However, that's when he felt the painful burn of Scott's laser vision as he struck him in the back. He let out a howl of pain as he went skidding across the lawn, landing face first in the dirt with smoke rising off of his back. He was just picking himself up off the ground as another blast from Scott put him flat on his stomach again.

"I've put up with a lot of your shit since you've joined the team, Logan." Scott told him. "Your disregard for the rules, your blatant disrespect for the chain of command, all of it."

Logan snarled and tried to get up again, only to get blasted.

"I've ignored it because you're an asset to this team, but I can't keep quiet about you taking Jean from me." Scott went on.

"... anything I took was freely offered." Logan countered. "That should tell you something, Summers."

With that, Scott screamed in rage before ripping off his glasses fully and blasting at him again. This time, Logan rolled onto his back and held up his claws, blocking the blast. It rebound back at Scott, hitting him in the eyes and knocking him to the ground. He then got to his feet, pushing forward in an attempt to get close to Scott, no doubt to claw out his eyes.

Thankfully, before the fight could escalate further, a cloud of blue smoke appeared above them. Two mutants, Kurt Wagner, better known as Nightcrawler, and his girlfriend Alexis, AKA X-Gene, landed between the two. X-Gene grabbed Scott before shoving his glasses back into place. Nightcrawler meanwhile grabbed Logan, doing his best to hold the mad mutant back.

"Are you two out of your Goddamn minds?!" X-Gene shrieked. "What were you thinking?!"

"Vhis is no vay to settle differences, gentlemen!" Nightcrawler insisted.

The two were still snarling and glaring at one another, still itching to finish what they started. That's when a new voice spoke up.

"What's going on out here?"

All four of them turned to see Jean walking out, a robe over her nightgown and half of the X-Men behind her. Upon laying eyes on the scene, and the state of Logan's healing skin, her gaze hardened. Scott straightened up, looking both surprised and sheepish.

"What happened?" Jean demanded.

"Scott attacked Logan." X-Gene reported.

"Ja." Nightcrawler agreed. "Ve came to stop ze fight."

Finally coming to his senses, Logan put away his claws as Jean went over to Scott.

"You did what?" She questioned. "Why? What's gotten into you?"

"I… I thought he…" Scott tried to respond, now feeling really stupid.

"I expected this kind of behavior from Logan, Scott, but not from you." She chastised. "In what universe would that even be considered a good idea?"

Scott didn't answer. In fact, he couldn't answer. Any words of protest died on his tongue as he looked down in shame. Alexis finally felt safe enough to release him, sighing in relief. Jean gave a small nod of satisfaction, then turned to Logan. She opened her mouth to chastise him as well, but paused when she saw the look on his face.

Logan looked betrayed and hurt, his eyes actually glistening slightly. He backed away in shock, Jean's words burning more than even Scott's optic blasts. Before anything more could be said, he turned and walked towards the mansion, the X-Men parting ranks for him as he did. Jean went wide-eyed, quickly giving chase.

"Logan!" she called out. "Logan!"

…

Logan grabbed the few belongings he had in his room, stuffing them into a beat-up old duffel bag. He empties every drawer and raided the bathroom before finally zipping it shut and slinging it over his shoulder. As he opened the door to leave, Jean was there to greet him, her hand poised to know. When she saw the bag in his hand, her face fell.

"Logan, wait." she insisted. "Where are you going?"

"Not sure." he answered with a shrug. "Probably start in DC. Follow up on that smithsonian thing you told me about with the Commandos."

"Logan, if this is about Scott-" Jean tried.

"You were right back there." Logan interrupted. "If the situation were reversed, I would have done the same."

"Logan, I didn't mean it like that." Jean insisted.

"Maybe not," Logan replied, "but if I weren't around, you and Summers wouldn't be having any trouble."

Jean scoffed slightly at that.

"Scott and I had problems long before you showed up." She told him.

Logan slipped past her, making his way down the hallway, but Jean caught hold of his arm. He paused, turning back as she met his eyes.

"Please..." she seemed to beg, "Don't go because of something stupid like this."

Logan took her hand in his, running his thumb over the back of her hand before sighing.

"See ya around, Jean." he told her.

He then began walking off, her hand slowly sliding free of his grip as he walked down the hallway.

…

Out in the garage, Logan saddled his motorbike, peeling out of the X-Mansion without looking back. Once again, he was alone. He looked at the pamphlet Jean had given him, clutching it tightly.

"James Howlett." he repeated. "Who were you?"

...

 **One more chapter before the main story can begin. Hope you're all on the edge of your seats**

 **Wolverine: thinking the one from Hulk Vs. pretty much any version voiced by Steve Blum**

 **Other X-Men characters mainly reminiscent of the animated series**

 **Also this chapter was edited to be in continuity with my Co-Author, Author Of The Insane's X-Men story, X-Gene, hence the inclusion of the titular character. Check it out when you get the chance.**


	10. The First Avenger

_Chapter 10: The First Avenger_

 _Italy 1943_

 _A lone plane flew through the airspace over a secret HYDRA facility. Inside was Howard Stark piloting the ship, Agent Peggy Carter, and Steve Rogers, better known as Captain America. The captain had a lot going through his mind. It wasn't that long ago that he was just a scrawny little kid from Brooklyn. Now, he was about to be dropped right into the heart of enemy territory with nothing but a stolen uniform, a prop shield, and barely a semblance of a plan._

 _"The Hydra camp is in Kreuzberg, tucked between these two mountain ranges." Peggy explained, "It's a factory of some kind."_

 _"We should be able to drop you right on the doorstep." Howard informed._

 _"Just get me as close as you can." Steve told him. "You know, you two are gonna be in a lot of trouble."_

 _Peggy snorted, covering her mouth politely._

 _"And you won't?" She asked sarcastically_

 _"Where I'm goin', if anybody yells at me I can just shoot 'em." Steve replied._

 _"They will undoubtedly shoot back." She countered._

 _"Well, let's hope it's good for somethin' then." Steve finished, pounding on his shield._

 _This is your transponder." she said handing him the device. "Activate it when you're ready and the signal will lead us straight to you."_

 _"Are you sure this thing works?" He asked, taking the device and hooking it on his belt._

 _From the cockpit, Howard Stark called back at the two of them._

 _"It's been tested more than you, pal." he snapped._

 _At that moment, their plane seemed to be taking heavy fire. HYDRA knew they were there. Not wanting them to get blown out of the sky, Steve grabbed a parachute and made his way to the door. Seeing what he was trying to do, Peggy grabbed his arm._

 _"Get back here!" She ordered. "We're taking you all the way in."_

 _"There's no time!" Steve called back pulling free and opening the door. "As soon as I'm free, you turn this thing around and get the hell outta here!"_

 _"You can't give me orders!" Peggy snapped._

 _" The hell I can't! I'm a Captain!"_

 _With that, he gave her one final look before jumping out of the plane._

 _….._

 _Inside the HYDRA facility, about a dozen soldiers were being herded into large cages that dotted throughout the facility. As one of the cages was being closed, the guard felt something tap on his shoulder. The guard turned around only to get punched in the face and then knocked back by a shield. The prisoners were surprised to see a single soldier in a spangly outfit standing over the fallen guard._

 _"Need a hand, fellas?" he asked._

 _"Who're you supposed to be?" a prisoner named Gabe Jones asked._

 _"I'm… Captain America." he answered before grabbing the guard's keys._

 _Another prisoner named James Falsworth narrowed his eyes in confusion._

 _"I... beg your pardon?" he simply said._

 _Within moments, all the prisoners were out of their cells._

 _"Anyone else here?" Captain America asked._

 _"There's an Isolation ward in the factory." Falsworth explained. "But no one's come back from there."_

 _"Then that's where I'm headed." Steve declared. "The tree line is northwest, 80 yards past the gate. Get out fast and give 'em hell. I'll meet you guys in the clearing with anybody else I find."_

 _Gabe spoke up again, looking at his rescuer curiously._

 _"Wait! You know what you're doin'?" He asked._

 _"Yeah." Steve confirmed. "I've knocked out Adolf Hitler over two hundred times."_

 _With that, Steve ran off deeper into the factory, leaving the freed prisoners a bit confused._

 _…_

 _In the isolation ward, Sergeant James Howlett was struggling with everything he had. He was currently strapped down to an operating table where several HYDRA scientists, including Dr. Arnim Zola, were examining him._

 _"How remarkable." He noted, walking around James' trapped form. "Your cells are reproducing at an astronomical rate. Healing your injuries as fast as zey are inflicted."_

 _"Why don't we see if you're any different Zola." Howlett spat back._

 _"Such venom." he taunted, a cruel smirk on his face. "I vill enjoy tearing you apart."_

 _"I'm afraid I can't let you do that." a voice called out._

 _Zola and Howlett looked to see Steve bashing away one scientist after another. Zola used this distraction to discreetly escape from the lab. Steve let him go so he could free Howlett from his confines. He used his shield to break the straps holding him down._

 _"Thank for the help." Howlett told him, rotating his shoulders. "Though I don't remember you among the 107th. Got a name?"_

 _"Captain America." he replied._

 _Howlett chuckled a bit at that._

 _"Seriously?" he asked._

 _"Eh, wasn't my idea." Steve admitted. "Is there anyone else here? I'm looking for a Sergeant James Barnes."_

 _Howlett's eyes went wide._

 _"You're looking for Bucky?" he asked. "Wait… are you that Steve he's always going on about?"_

 _"Yeah!" Steve quickly confirmed. "You know him?"_

 _"Good man. Great soldier." He replied. "C'mon, I know where he is."_

 _"Lead the way." Steve commanded._

 _The two then bolted down the hallway. As they prepared to round a corner, Howlett stopped them both. With a surprising amount of strength, he pushed Steve against the wall. He then began sniffing the air, gritting his teeth and growling._

 _"Stay here bub." he insisted. "And do me one favor."_

 _"What's that?"_

 _"Don't freak out."_

 _Howlett clenched his fists, allowing a set of three bone claws to emerge from his fists. With an animalistic howl, he ran out from around the corner, attacking a few soldiers coming towards them. He slashed several of their throats and stabbed a few others. When it all came down to one, the soldiers kept firing at Howlett until he made it up to him and stabbed him in the chest, howling as he did so. As he pulled his claws out and the soldier dropped to the ground, Steve rounded the corner taking in all that he saw._

 _"What?" Howlett asked. "Gonna scream? Say I'm a freak? A monster!?"_

 _"I was going to tell you to move your ass." Steve told him, moving forward._

 _Howlett looked at Steve in surprise, then smirked._

 _"You ain't scared?"_

 _"Soldier, a few months back I was a 4-foot-tall asthmatic." Steve told him. "Now I'm told I'm the peak of physical perfection. Little phases me anymore."_

 _Howlett chuckled._

 _"Call me Lucky Jim." Howlett told him. "Everyone does."_

 _"Alright then, Jim."_

 _The two then carried on a bit further until they came across another table like the one Howlett was strapped down to. Only this one held Bucky._

 _"Sergeant…. James…. Barnes… Serial code…. 32557-"_

 _"Buck!" Steve called out rushing over to him. "It's me! It's Steve."_

 _Steve then pulled off the straps holding Bucky down. Bucky slowly turned to Steve, his eyes slowly focusing on him._

 _"Steve… is that… really you?"_

 _"It's me Buck." Steve confirmed. "Oh man… I thought you were dead."_

 _"... I thought you were smaller." Bucky replied._

 _"I thought he seemed a bit bigger than your stories." Howlett noted, helping Steve lift him off the table._

 _"Long story about that." Steve told them. "Short version; I joined the army."_

 _"Did it hurt?" Bucky asked, trying to focus on anything but the sheer amount of pain he was in._

 _"A little."_

 _"Is it permanent?"_

 _"So far."_

 _…_

 _The three soldiers made their way through the facility, Jim and Steve practically carrying Bucky._

 _"Leaving so soon my friends?" a voice called out._

 _The three turned to see Johann Schmidt standing in the way of their exit, as if waiting for them to arrive._

 _"I'm afraid I cannot allow an early departure." he continued._

 _"Yeah? Well I ain't exactly keen on what you allow." Howlett mouthed off._

 _"Ah the wit of… what did Zola call you? The Wolverine?"_

 _Howlett growled at that remark._

 _"Hey!" Steve called out, walking over to him. "You want to pick a fight with someone, try me."_

 _"Ah yes, the famous Captain America. I am a fan of your films."_

 _Schmidt began walking out to meet the Captain himself._

 _"So, Dr. Erskine managed to recreate the serum after all." he mused. Not exactly an improvement, but still, impressive."_

 _"How about you take a closer look!"_

 _Steve then punched Schmidt across the face, prompting the HYDRA leader to deliver one of his own. Steve quickly brought up the shield to block it, but his hit left a fist shaped dent in the shield. Steve was caught off guard, but while he kept him distracted long enough for Howlett to come and aid him. Howlett extended his claws and tried slashing at Schmidt, but the HYDRA leader just kept backing away. After one strike clawed him across the face, Schmidt grabbed Howlett's arm and kicked him in the chest, sending him flying into Steve. As Schmidt walked closer to them, Steve kicked him in the chest, knocking him to the other side of the platform._

 _"We don't have time for this." Howlett snapped. "We need to get out of here."_

 _Knowing his friend was right, Steve backed away and joined back up with the others._

 _"No matter what lies Erskine told you," Schmidt called out, earning their attention. "You see I was his greatest success!"_

 _He then grabbed at his neck, clawing at the skin and peeling it away. As he did, he revealed bright red skin underneath. He completely lacked a nose, and his face was more like a skull then a face. The three stood, staring at Schmidt in horror._

 _"And people say I'm a freak..." Howlett muttered._

 _"You don't have one of those do you?" Bucky asked Steve._

 _"You are deluded Captain." Schmidt continued discarding his mask. "You pretend to be a simple soldier, but in reality, you are just afraid to admit that we have left humanity behind."_

 _He just walked away as the three just stood there._

 _"Unlike you, I embrace it proudly. Without fear."_

 _"Then how come you're running?" Steve called back._

 _Schmidt just smirked, then held up a hand. He had a remote with a single red button on it. He hit the button, beginning a chain of explosions that shook the entire facility. The three were rocked by the numerous blasts as Schmidt made his escape._

 _"Come on." Steve commanded. "Let's get out of here."_

 _The three climbed higher up into the facility to get away from the blasts. They found a narrow catwalk that could allow them to cross._

 _"Looks like it can only hold one at a time." Steve observed._

 _"You go first." Howlett insisted._

 _"But-" Steve began to protest._

 _"There's no time to argue!" Howlett insisted. "Go!"_

 _Steve reluctantly made his way across the catwalk, feeling the metal creaking underneath him. He sped up at the last moment, only for the catwalk to give out the second he made it across._

 _"Bucky!" he screamed. "Jim!"_

 _Jim swore under his breath, then grabbed Bucky by his collar._

 _"Sorry 'bout this." he whispered._

 _Before Bucky could react, Jim threw him with all his strength, sending him all the way across the now broken catwalk. He collided with Steve, the two falling to the ground as another explosion practically incinerated where Jim had been. The two quickly got back up and rushed to the edge to see where their comrade fell._

 _"Jim…" Bucky let out._

 _Steve understood how he felt, even if he only knew him a short time. However, there was still the issue at hand._

 _"Come on. Let's go."_

 _Reluctantly, Bucky followed Steve out of the facility as it continued to go up in flames._

 _…_

 _Outside the facility, the other prisoners were making short work of the HYDRA soldiers. Bucky and Steve were quick to join in the fight. Bucky kicked one soldier to the ground and quickly grabbed his machine gun. He then opened fire on every HYDRA soldier in sight. Steve provided what little cover he could with his shield, grateful that it seemed to be at least slightly bullet proof. During the fighting, Steve noticed something stirring in the remains of the building. As he turned to face it, a burned and charred body made its way outside towards the fight. As it came closer, flesh began to regrow on the body, reforming muscles and basic features. Soon, the burns all faded away, making way for the seemingly untouched face of James Howlett. Steve just stood shocked by this revelation._

 _"I'll be damned." he simply said._

 _Those bone claws came out again as Howlett charged at some oncoming HYDRA soldiers. He wasted no time taking them down before they even realized what was going on. He finished, then grabbed one of the soldiers by the legs._

 _"Gonna need to borrow your pants." he told the dead body._

 _Bucky just chuckled._

 _"Now you see why we call him Lucky Jim."_

 _"I think I picked up on that, yeah." Steve replied._

 _…_

 _After all the fighting was done, Steve, Bucky, Jim, and the other 400 prisoners made their way back to the Allied Base Camp. Their arrival was as much a shock as it was a miracle, all these men walking into the camp, many of them carrying stolen weapons of their comrades who couldn't walk. One of the soldiers named Dum Dum Dugan was even driving a tank. As Steve walked through the camp, he was greeted by Colonel Phillips._

 _"Colonel Phillips," Steve greeted. "Some of these men require medical attention."_

 _The Colonel glanced at the men pouring into the camp, men he had expected never to see again. He had initially believed that Steve wasn't fit to be a soldier, but he had just proven his worth 50 times over. With a rare smile, the Colonel nodded and patted Rogers on the shoulder._

 _"Good job… Captain."_

 _"...Thank you, sir." Steve replied._

 _Through the crowd of spectators, Agent Carter pushed her way through, her eyes locking on Rogers. She ran up to him, and for a moment, she almost looked like she was ready to kiss him. However, she quickly regained her senses and straightened herself._

 _"You're late." she informed him, trying to sound cross._

 _In response, Steve held up the broken transponder._

 _"Couldn't call my ride." he explained._

 _"Hey!" Bucky called out." Let's hear it for Captain America!"_

 _The entire camp, former prisoners, and spectators, all broke into thunderous applause. Steve couldn't help but smile at this. Going from being a joke to a hero overnight, it was quite a feeling. From that day forward, Captain America became a true symbol for freedom, and Steve Rogers was finally able to serve his country, just as he'd always dreamed of doing._

...

 **The final intro chapter! Hooray! After this, the main story begins! get ready folks.**

 **Captain America: MCU version. Chris Evans is my go to Cap. Will use a variety of looks going forward. this one is the one from his HYDRA infiltration scene in the first movie. He will upgrade to both his true WWII costume and in modern time, use the suit from Age of Ultron and Civil War. just to give you all something to look forward to.**


	11. the Final Mission

_Chapter 11: The Final Mission_

After who knows how many days of driving from one state to another, Logan finally arrived in D.C. As he parked his bike outside one of the buildings, he prepared to go in. His mind was beginning to race, not sure what he was going to find inside. He finally entered the building, the Smithsonian Museum, and made his way to the Captain America exhibit. As he walked past the different displays, a voice over narrated the life of a man he didn't know he once called friend.

 _"A Symbol to the nation, and a hero to the world."_ the voice recapped as Logan continued walking. _"Due to poor physical health, Steve Rogers was denied enlistment to the United States army. But his unwavering spirit and desire to fight for what's right wouldn't let him give up. He tried enlisting again five times across five cities. This attracted the attention of the brilliant minds of the Strategic Scientific Reserve. They gave him the chance to volunteer for a secret experiment. One that would transform him into the world's first Super Soldier."_

Logan saw a small display that compared scrawny Steve with Super Soldier Steve. He couldn't help but smirk at that. He continued walking until he saw a display that had a picture of Cap with the Howling Commandos.

 _"Battle tested,"_ The voice continued. _"Captain America and his Howling Commandos quickly earned their stripes. Their mission; take down HYDRA, the rogue Nazi science division."_

Logan took a closer look at the picture and while most of the faces were unfamiliar to him, one face stood out; his own. He looked at the description near the photo and saw it was taken in Austria in 1945. Suddenly, something came to mind. A memory. The memory of that picture, and the tragic mission that came after

…

 _Austria, 1945_

 _It was a good day for the Howling Commandos. They had just taken down another HYDRA installation and liberated a nearby HYDRA had control over. The locals were so grateful for their work they allowed them lodging for the night, and one offered to take a picture of the crew to commemorate their victory._

 _"Hope you boys didn't blink." Dum Dum Dugan joked after the picture was taken._

 _The others laughed as they all walked off. Cap, now dressed in a new combat costume decorated like the American flag and a new circular shield, stayed behind to talk with Bucky and Jim._

 _"Another day, another HYDRA base bites the dust." Bucky remarked._

 _"Gets a little monotonous after a while, don't you think?" Jim asked._

 _"Hey,_ " _Cap interjected. "The more bases we take down, the less power HYDRA has hold of."_

 _"I'll drink to that!" Dum Dum cheered, lifting a large mug of beer._

 _As the Commandos enjoyed a well-deserved drink, Bucky spoke up after wiping froth from his lip._

 _"Any word on that final HYDRA base?" Bucky asked._

 _"The Generals have been letting that snake Zola marinate for a while." Gabe Johnson commented. "They're confident he'll spill soon."_

 _"The sooner the better I say." Jim let out, chugging down a mug._

 _…_

 _A few days later, the Commandos made it back to their England base where Colonel Phillips came to meet them. He had a file in hand and a determined look on his face._

 _"Thanks to my new best friend, we now know the location of Schmidt's fortress." he declared, dropping the file onto the meeting table in the war room. "According to him, the Red Skull has set up camp in the Alps, almost five hundred feet below the surface."_

 _Steve took the file and looked over the contents inside._

 _"Whatever he's working on in there must be pretty important to keep it so well hidden." He deduced._

 _"Oh, it is." Phillips agreed. "Zola wouldn't spill all the details on his plan, but the jist of it is that if we don't take him down tonight, this war is over in favor of HYDRA."_

 _"I wouldn't worry too hard sir." Steve reassured. "After tonight, this war is over either way."_

 _"Then I suggest you and your men start packing your bags." Phillips instructed._

 _"Yes sir." Steve replied._

 _With that, the commandos set out to prepare for the coming battle. As Steve walked by, he saw Peggy Carter standing off to the side, a worried look on her face. When she saw him looking, she coughed a bit, regaining her composure._

 _"So, this is it then." She noted._

 _"Yeah." he confirmed. "After today, HYDRA's finished."_

 _"The war won't be long after." She rationalized. "HYDRA has been a pinnacle part of Hitler's regime. Without them, the Axis will fall."_

 _"I look forward to seeing that." Steve remarked._

 _There was a moment of silence, the Peggy spoke up again._

 _"Maybe once all this is over, you and I can go dancing." she suggested. "Like we always talked about."_

 _"... I'd like that." he replied. "Though I still don't know how to dance."_

 _"I'll teach you." Peggy promised. "How about a week next Saturday? The Stork Club."_

 _"Sounds perfect." he approved. "Maybe we can have the band play something slow. Less chance to step on your toes."_

 _"I'd like that." Peggy answered, mirroring Steve's earlier remark. "I'll be waiting for you at 8 o'clock on the dot, so don't you dare be late."_

 _"Count on it." Steve said before leaning in for a kiss._

 _Peggy leaned in, grasping the collar of Steve's uniform and kissing him hard. The two melted together, holding one another as the commandos watched with dopey grins._

 _"You owe me 10 bucks, Dum Dum." Jim said with a smirk._

 _Finally, the two pulled away, still silent as they looked into each other's eyes._

 _"I have to go." he finally said._

 _"Then go get him." she told him._

 _He gave her one last smirk before taking off._

 _…_

 _The plane ride over was mostly silent. The men inside had a collection of thoughts going through their heads on whether they'd make it out of this in one piece. Jim was constantly sheathing and unsheathing his claws, something he did when he was itching for a fight. Dum Dum was cleaning his large gun, making sure he had enough ammo and grenades. The other Commandos were also making similar preparations, all of them preparing for the worst and hoping for the best. Bucky looked over at Cap, who was standing at the front of the plane, ready to move at a moment's notice._

 _"You doing alright?" Bucky asked._

 _"Little jumpy I guess." Cap answered. "Anxious to end this."_

 _"Aren't we all." Bucky replied. "It'll be good to see home again. Our crappy apartment, those fine ladies in room 13G-"_

 _"Thanks," Steve cut off. "But I think I already have one waiting for me."_

 _"Agent Carter, right." Bucky said with a smile, slapping his friend on the shoulder. "I'm happy for you Steve."_

 _"Thanks Buck."_

 _Suddenly, the plane began to rock on all sides with massive Anti-Aircraft fire._

 _"Looks like this is our stop." Cap declared, placing his shield on his back. "Alright boys, this is it! From here, our mission is to take down HYDRA's main science base! No retreat, no surrender! One way or another it ends today! So how about we go show the Red Skull that his day is over?!"_

 _All the commandos cheered in response to that. As the commandos strapped on their parachutes, a green light on the plane flashed, signaling it was time for them to drop. Cap opened the door and leapt out towards the enemies below. Bucky was right on his heels, the rest of the commandos not far behind._

 _"Wahoo!" Dugan cried out jumping out._

 _As the men parachuted to the ground, the HYDRA forces below began opening fire on the commandos, trying to shoot them out of the sky. The commandos decided to return the favor as they fired on the HYDRA soldiers, taking out several of them as they did so. One by one, the commandos landed on the ground and began taking down one HYDRA soldier after another._

 _"Barnes!" Montgomery called out. "Watch the Captain's six! We got these clowns!"_

 _"Right! Bucky called back rushing over to Cap._

 _Cap blocked one blast from a HYDRA weapon before punching him in the gut and upper cutting him with his shield. As another one ran up, Cap struck him in the chest with his shield, knocking him to the ground. Bucky quickly went back to back with Cap as he fired at every HYDRA soldier that came close while Cap took them out hand to hand. Cap saw some more coming up on their side, so he threw his shield at them. As the shield hit one HYDRA soldier, it bounced off and hit another, and another, until it bounced off a nearby tank, sending it flying right back at him._

 _"I have got to get my hands on one of those things." Bucky marveled. "Think I can get Stark to make me one?"_

 _"Sorry Buck, it's one of a kind." Cap replied._

 _As they were talking, one HYDRA soldier tried to sneak up on them, but he just got stabbed in the back by Jim's claws. Cap and Bucky turned to see the HYDRA soldier fall to the ground dead, revealing Jim standing behind him._

 _"So, we gonna stand around talking all day or are we gonna fight?" he asked._

 _Cap and Bucky smirked before returning to the battle. As the fighting continued, Jacques, the French explosives expert, made his way over to the metal doors that served as the entrance to the base and placed a specially made bomb on it. He then dashed away from the door and took cover, waiting for the coming explosion. Finally, it came, blasting open the door and taking several HYDRA soldiers out at the same time. Cap saw this and knew the opportunity lying before him._

 _"Dugan!" he called out. "Think you and your boys can finish up here?!"_

 _"We got this Cap!" Dugan called back. "You go for the skull."_

 _"Right! Bucky, you're with me!"_

 _"Right behind you, Steve!" Bucky called back._

 _With that, the two longtime friends made their way into the base._

 _…_

 _As they made their way through the long corridors of the facility, they came across a metal door with a glass window on it. The other side of that window showed some kind of hanger. Tempting fate, Cap opened the door and the two went inside. What they saw astounded them. A giant aircraft in the shape of a 'V' stood before them._

 _"Holy cow." Bucky let out. "That's what the skull's been working on?"_

 _"Looks like." Cap replied. "It's something else, that's for sure."_

 _"So glad you approve Captain." a familiar voice_

 _Both Bucky and Cap turned to see Johan Schmidt, now known as the Red Skull, standing triumphantly on a raised platform. They also saw at least a hundred soldiers coming in from every perceivable direction, aiming guns right at the duo, Steve and Bucky went back to back on instinct, raising shield and weapon in their defense. The Red Skull just laughed at this display._

 _"Don't be foolish Captain," he taunted. "Even if you could survive, I severely doubt your friend could."_

 _Cap hated to admit it, but the Skull was right. There wasn't a way he and Bucky could make it out of this. At least, not now. So, he did the only thing he could and surrender. He held out his shield so that one of the HYDRA goons could take it. Taking the hint, Bucky threw down his gun as the Red Skull descended from the platform to speak to them personally._

 _"I see you have taken a liking to the Valkyrie." he observed._

 _"It definitely leaves an impression." Bucky quipped, allowing Steve to focus on looking for a way out._

 _"Another plaything for your Führer?" Cap asked._

 _"No, no." Red Skull answered. "I have come to accept that if HYDRA is to expand its reach, it must move outside of Hitler's shadow."_

 _"Ambitious of you." Bucky admitted. "How you plan to pull that off?"_

 _"By ceasing a search for power in this world, and seizing power from another." Skull answered. "Tell me Captain, how much do you know about Norse Mythology."_

 _"Kind of slept through History class." Cap quipped._

 _"Well then, allow me to give you a small lesson. Old stories tell of a mythic land called Asgard. A realm of incredible creature and powerful artifacts."_

 _"Sounds like a cute little bedtime story Skull," Bucky interrupted. "But what's that got to do with us?"_

 _"All legends have some basis in truth."_

 _Skull then went over to a special container and pressed a button. A section of the button raised up, revealing a small glowing blue cube. Both Bucky and Cap were taken aback by this._

 _"The Tesseract was the jewel of Odin's treasure room." Skull continued. "Said to contain immeasurable power. Power that will end this war, with HYDRA standing as master of the world."_

 _"Guess arrogance is something all countries share." Cap voiced._

 _"A fair point Captain," Skull conceded. "Though I believe the people in this room wear it better than most. Though there are limits to what even you can do Captain or did Erskine tell you otherwise?"_

 _"He told me you were insane." Cap remarked._

 _"Ah… I had always wondered something Captain… why you? Erskine resented my genius and tried to deny me what was rightfully mine, but you, oh he gave you everything. So, tell me, what made you so special?"_

 _Cap just smirked for a while before responding._

 _"Nothin." he finally said. "I'm just a kid from Brooklyn."_

 _Enraged by the response, Red Skull struck Cap across the face twice before hitting him in the gut, causing him to kneel over. Bucky growled at that, giving the Red Skull a right hook of his own._

 _"Always having to save your ass, Steve." he quipped, shaking his hand a bit,_

 _Cap grinned at his friend before punching out the HYDRA soldier holding his shield. He quickly grabbed the shield and joined Bucky in punching out HYDRA soldiers. As they began opening fire, Cap held up his shield to block the oncoming fire from him and Bucky._

 _"Alright Steve, tell me there's more to this plan than playing chicken behind your shield!"_

 _"I'm working on it." Cap replied._

 _As they were hiding behind the shield, Cap saw Red Skull and several HYDRA soldiers climbing onto the giant aircraft._

 _"We gotta stop Skull!" Cap told Bucky._

 _"Couldn't agree more!" Bucky replied. "But it's not like we're going anywhere!"_

 _Just then, the door Cap and Bucky came in through blew open. From the smoke emerged Jim, along with the rest of the Howling Commandos._

 _"Hope we didn't keep you waiting long Cap." Jim remarked._

 _"Timing couldn't have been better Jim." The Cap assured him. "Lay down some cover fire for us. Buck, you and I are ending this now."_

 _"With ya to the end of the line Cap." Bucky replied._

 _With that, Cap and Bucky charged towards the Valkyrie already beginning to take off. They grabbed onto one of the wheels as came off the ground. As the Valkyrie began flying, the wheels locked themselves up inside the aircraft, carrying the two soldiers with them._

 _"You with me Buck?"_

 _"Right behind you. Let's go kick his ass."_

 _As they moved in further through the aircraft, they saw several plane-like bombs with the names of several US cities on them._

 _"Looks like Skull and his boys are planning on some sightseeing." Bucky remarked._

 _"See if you can keep his lackeys from taking off." Cap instructed. "I'm going after the Skull."_

 _"Always giving me the easy job." Bucky joked._

 _Cap just smiled as he took off for the cockpit. Bucky laid in wait for the coming soldiers. Before long, four HYDRA soldiers came running in towards the bombs. Bucky acted quickly and tackled one of them. He then quickly uppercut the soldier, sending him into a wall. The soldier tried to punch back, but Bucky just blocked it and punched him in the face. As the soldier fell to the ground, Bucky looked up to see the other three coming towards him and pulling out knives from their boots._

 _…_

 _Up in the cockpit, Red Skull was piloting the Valkyrie so that it would reach its designated destination. Suddenly, the door was kicked open, and Captain America burst inside. Red Skull reacted quickly as he grabbed a specialized weapon that was near his console and opened fire on him. Cap quickly used his shield to block the blast._

 _"You don't give up do you?" Skull asked._

 _"Nope." Cap simply replied._

 _He then ran forwards towards the Skull, blocking the blasts as he did so. Finally, he made it up to Red Skull and knocked the gun out of his hand with his shield. He then struck him in the stomach and tried to hit him in the face with his shield, but Skull dodged it and hit him across the face. He then hit him in the face again, knocking him to the ground. Red Skull the tried kicking him in the stomach, but Cap grabbed the leg before it could make contact and shoved it back, causing Red Skull to tumble to the ground._

 _…_

 _One soldier tried swiping his knife at Bucky, but he was quick to duck under it. As the soldier tried swinging at him again, Bucky grabbed the arm and twisted it. He then grabbed the knife and threw it at one of the oncoming soldiers, killing him instantly. He then punched the soldier he was still holding across the face knocking him out. Suddenly, mechanical whirring was heard. Bucky turned to see the last HYDRA soldier trying to board one of the bomb planes. Thinking fast, Bucky ran over to the nearby control console and pulled one of the levers on it, releasing the plane. It fell out of the aircraft wildly as the soldier tried handing on to one of the top parts of the aircraft. Finally, his grip weakened, and he went flying out of the ship along with the plane._

 _…_

 _Back in the cockpit, Cap had managed to get Red Skull in a choke hold. Skull however, managed to elbow Cap in the stomach, causing him to let go. Skull then grabbed his arm and flipped him over onto the ground. Red Skull then grabbed Cap's discarded shield and attempted to strike him in the throat with it. Fortunately, Cap grabbed the shield before it made contact, and kicked Red Skull so hard, he landed near the control console. Furious, he drew a laser pistol from his belt and began opening fire on him. Cap quickly rolled out of the way avoiding the blasts. Unfortunately, one of those blasts hit the roof of the Valkyrie near where Bucky was. Several pieces of metal fell onto of him, pinning him to the ground._

 _"You could have the power of the gods!" Skull yelled, walking forward and still shooting. "Yet you wear a flag on your chest and think you fight a battle of nations! I have seen the future Captain! There are no flags!"_

 _"Not my future!" Cap yelled jumping out._

 _Skull took one last blast at Capt., which only hit his shield. Cap then threw his shield at Skull, knocking him into the device holding the Tesseract. The cube then tumbled to the ground and burned a hole in it. Skull tried to grab it, but it quickly fell through the floor and out of the aircraft._

 _"No. No!" Skull yelled._

 _"It's over Skull." Cap declared._

 _"For once Captain…" Skull said turning to him. "We agree."_

 _Skull then bolted over to the console. Cap grabbed his shield and chased after his as he sat down and pressed a few buttons. Suddenly a large capsule encased Red Skull in his seat and dropped out of the plane._

 _"No!" Cap yelled as Red Skull made his escape._

 _Cap then looked down at the console and saw some kind of timer counting down. Having a pretty good idea what that meant, he decided it was time to bail out. He went back out into the bomb area to collect Bucky and get out of there._

 _"Bucky!" he called out. "This thing is about to blow! We gotta go!"_

 _"Steve!" Bucky called back. "I'm stuck!"_

 _Cap looked over and saw the state his partner was in, with most of his body covered in debris, save for his right arm. he bolted over and started trying to lift the debris off him._

 _"Hang on Buck." he told him._

 _Knowing time was not on their side, Bucky let out a sigh of defeat._

 _"Sorry Cap." he told him._

 _"Stuff happens Buck." Steve told him. "We've gotten out of worse scrapes than this."_

 _"No," he corrected. "I mean sorry, but the world needs Captain America more than Bucky Barnes."_

 _With that, Bucky pushed Steve, causing him to fall out of the open hanger, only being able to watch as the aircraft carrying his best friend carried on to meet his doom._

 _"No. No! Bucky!"_

 _Then the craft exploded. The shockwave knocked Cap out as he splashed down into the icy waters below. The wreckage of the Valkyrie wasn't far behind in its fiery descent. Both the doomsday weapon and the super soldier then sank beneath the waves as they made the icy waters around them their frozen grave._

 _…_

 _Back at the base, the Howling Commandos saw the explosions and knew all too well that their friends weren't coming back. Jim lowered his head in sorrow at the prospect. Losing the men who were able to look past the animal inside and see a dedicated soldier, and a true friend._

…

Logan opened his eyes, returning from the long dream of the past. He was so lost in thought, he didn't notice someone approaching him from behind.

"Must have been quite a battle back then." A voice commented.

Logan turned around to see an African American man with a goatee, trench coat, and an eyepatch over his left eye, standing there with his hands in his pockets, just looking at the display.

"My granddaddy told me quite a few stories about him." he continued. "Said he was one of the bravest men he ever knew."

The man then turned to Logan, giving him a knowing smile.

"Then again, you probably know that better than anyone. Don't you Sergeant Howlett?"

Logan growled at the mention of his name.

"What are you doing here Fury?" he asked.

"Just came to see the exhibit." Fury replied nonchalantly, his eye glancing at the information of Captain America. "You know why there's a question mark by Captain Rogers' date of death?"

"Peggy never quit on him." he answered. "Still believed Cap was alive and spent the last 70 years looking for him.

"A search that S.H.I.E.L.D has been continuing even after her retirement." Fury added. "We will find him, and when we do, we'd like you to be there. The last of the Howling Commandos."

"Forget it Fury." Logan replied. "S.H.I.E.L.D. hasn't found the Cap in 70 years, they ain't gonna find him now. And as far as the commandos go, I'm done with the team thing."

Fury sighed, giving a shrug.

"That's your decision." He allowed. "Frankly, it's a stupid-ass decision, but I guess I can't ignore it."

"Yeah well I never did give a damn about what you thought Fury." Logan spat back before walking off.

…

Meanwhile, in the arctic circle, a submarine manned by agents of HYDRA was continuing a decades long search.

"Are you certain of your findings?" one HYDRA agent asked.

"Positive." another agent confirmed. "The energy readings match the samples left behind in Project Rebirth."

The sub continued scanning the ocean floor in search of their prize. Suddenly, there was a beep on the sonar. The technician in charge looked, and his eyes flew wide when he found that something large was coming on screen.

"Uh, sir?" he called out. "I think we found something."

One of the agents came up to the screen and saw the wrecked and frozen remains of the Valkyrie.

"Is it close?" the agent asked.

"Yes." The technician answered. "Very close proximity."

The sub continued until the scanners detected something in the water putting out immeasurable amounts of power. The agents saw this and directed the sub towards it. As the source of the power came on screen, all their equipment seemed to buzz from the energy it was giving off.

"It would seem we have finally found it." One of the agents declared. "Retrieve it at once!"

Another one of the technicians activated a remote drone to scout out and locate the energy source. Finally, the drone found the Tesseract, lost from the Red Skull's ship so many years ago. As the drone's robotic arms picked up the cube and they all prepared to depart, something on the screen that got the technician's attention.

"Um… you might want to see this." he said.

"We have what we came for," he told him walking up. "Nothing else matters except-"

The agent looked, and he immediately went silent as his jaw dropped.

"Get me the Baron."

...

 **At last, the actual story begins! thank you for your patience through the intro chapters and I hope you'll stay tuned for what's to come.**


	12. The Awakening

_Chapter 12: The Awakening_

Nick Fury, director of the secret spy organization, S.H.I.E.L.D. walked into a computer laboratory, wanting an update on the data Black Widow obtained from Gorgon Castle.

"Please tell me I didn't just come up here for no reason." He declared as he entered the room.

"You're just in time, sir." Maria Hill told him, looking up from where she was standing. "Skye just finished decrypting the HYDRA files."

"Tell me what you got Skye." Fury ordered.

"Not that much, actually." Skye reported, her eyes never leaving the screen. "We've got weapons schematics, shipping manifests, but most of the data was scrubbed clean."

"Romanoff said there was something about Project Rebirth on the mainframe." Fury reminded her. "Any mention of that?"

"There is some mention of an ongoing search, but it seems that HYDRA's had just about as much luck as-"

A red light flashed on Skye's screen, drawing her attention. Her eyes narrowed, and her fingers became a blur of motion.

"Okay… this is spooky."

"What is it?" Fury asked.

"Remember when I made that bet with Fitz that he couldn't hack into HYDRA's communications network?" she asked.

"Well, he won the bet, and I've been using his algorithm to keep tabs on them. Now, the feeds going completely haywire. More chatter than there's been since Strucker built that crazy arm of his."

"Any of it we should be worried about?"

"Hang on, I'll filter it through, see what we can make out." Skye declared.

She typed out a few commands, then flipped a switch to turn on the speakers.

 _"Zis interruption better be important."_ Strucker told his subordinates.

 _"Herr Strucker, our scouting operation vas a success."_ one of the agents replied. _"Ve found ze Tesseract."_

Skye's eyes went wide, and hers weren't the only ones, Hill was completely dumbfounded, and Fury looked like someone had just shot him.

"Shit..." he cursed.

 _"Zat is not all."_ the agent to continued.

 _"Oh?"_ Strucker asked. _"What else?"_

 _"Ve recovered Captain America's body."_

The clipboard Hill had been holding fell from her grasp, Skye's jaw dropped, and Fury just cursed again.

"Shit."

 _"Zis is fortunate news."_ Strucker admitted. _"Hold your position. I am on my way."_

The transmission ended, Skye slowly reaching to turn the speakers off. For a second, the entire lab was quiet. Then, Fury broke the silence.

"Do we have any idea where that transmission was coming from?" Fury asked.

Skye blinked, then shook her head to clear her thoughts. She did some typing, bringing up a map.

"Looks like the transmission originated from the arctic ocean, not far off the coast of Greenland."

"Hill, get Barton and Romanov a raiding party and retrieve the Captain's body as well as the cube."

Hill recovered her clipboard, regaining herself as she gave Fury a salute.

"Yes sir." Hill replied.

…

On the HYDRA sub, Baron Strucker had finally arrived. As he walked down the subs long corridor, he was greeted by a few HYDRA soldiers.

"Vhat is the status of the Tesseract?" Strucker inquired.

"We are keeping it secure on the submarine." one of the soldiers answered.

"And ze Captain?"

"He is being thawed out as we speak." another soldier told him. "And we have taken his shield to one of the onboard laboratories for analysis."

"Excellent." Strucker replied. "Once ze Captain is fully defrosted, begin extracting his DNA so ve may reproduce the super soldier serum."

"Yes sir!" the agent replied, giving Strucker the HYDRA salute.

"With both the Tesseract and the Captain's DNA in our possession, we will obtain a level of power not even the Red Skull could have conceived. Hail HYDRA!"

"Hail HYDRA!" the soldiers shouted back.

...

In one of the laboratories, two HYDRA scientists had just finished thawing out Captain America from the ice. Once he was fully thawed, one of the scientists took a syringe and extracted some of the Captain's blood.

"It is amazing how well preserved he is after all these years." the scientists commented.

"Indeed." his companion agreed. "If I didn't know any better, I would say the good Captain was still alive."

"If he were," the first one responded. "Imagine his shock, knowing his final act would be to aid the rise of HYDRA."

Unbeknownst to them, the Captain had been slowly stirring the entire time they were talking. At the mention of his old enemy, he finally snapped awake.

"Bucky!" he screamed, gaining the attention of the scientists.

Before they could react however, Cap kicked one of them away and grabbed the other one by the arm, flipping him onto the table he had been laying on. He took a good look at the scientist's uniform and saw the HYDRA insignia on it.

"HYDRA." he said under his breath. "Where have you taken me?! Where's Bucky?!"

"Who?" the scientist asked.

Ticked off by his answer, he knocked the scientist out and let him fall to the ground. He then ran out of the lab and into the hallway. The scientist scurried to his feet, grabbing an intercom speaker and jamming his finger on the button.

"Red alert! Red alert!" he screamed. "Captain America is awake! Repeat! Captain America is awake!

…

Miles away in a S.H.I.E.L.D. Quinjet, Natasha and Clint prepared themselves for the oncoming fight before them.

"I can't believe HYDRA found Cap before us." Clint let out.

"I can't believe they found him at all." Natasha commented. "It's been what, 72 years since he went under?"

"And S.H.I.E.L.D. hasn't stopped looking for him since." Clint retorted.

"Still, the odds of finding him, even before the 72-year time lapse, were slim to none."

"Slim or not, it happened." Clint retorted. "We just have to trip up HYDRA on their victory lap."

"Then why are we standing around here gossiping like a bunch of school girls?" Nat asked.

"Still another five minutes out." Clint reminded.

"That's five minutes the Captain doesn't have." Nat replied. "I mean, for all we know, HYDRA's probably draining his body dry."

...

On the sub, Cap was in one of the labs bashing his way through several HYDRA agents. As one started shooting at him, he rolled over to a nearby table and grabbed a tray laying on top of it. He then threw the tray at the HYDRA soldier, knocking him to the ground. He then walked over to a containment device holding his shield and pulled it out.

"I'll be taking my shield back now." he said to the unconscious HYDRA soldiers. "It needs to be cleaned."

As he slipped his shield onto his arm, he heard a slow clapping emanating from behind him. He turned quickly, shield up on instinct to see an old man approaching him. The man was bald and had a monocle over his left eye. His right arm up to his elbow was metal, the fingers coming to a sharp point. He was wearing a green suit with the HYDRA insignia on the lapel, and a cruel grin on his face.

"I must say, you do not disappoint." The man said, ceasing his clapping. "Ze Red Skull vasn't kidding vhen he said you vere ze best ze American's had."

"And yet, you look like every other goose stepper I've taken down." Cap retorted.

"Oh, I assure you Captain," the man began to reply. "You vill find I am different zen most.

"Somehow I doubt that." Cap responded.

With that, Strucker ran at Captain America, swinging his metal gauntlet at him. Cap quickly backed stepped away from every swipe, avoiding the attacks. Cap retorted by elbowing him in the face, sending him stumbling back. Cap ran towards him, meaning to attack him again, but Strucker quickly backhanded him with his gauntlet, knocking him to the ground.

"Impressive isn't it?" Strucker asked. "I call it ze Satan Claw. It has helped me reduce any who oppose HYDRA to dust."

Cap groaned a bit as he started getting back up.

"If you're trying to scare me, it's not working." Cap told him.

"I have no intention to scare you Captain." Strucker replied. "I intend to finish vat ze Red Skull started so long ago!"

As Strucker lunged forward meaning to attack Cap with the claw, Cap spun around him and pushed him into a nearby control console. As the claw made contact with the console, electricity began sparking and spreading throughout the sub. Red lights began to pulsate throughout the sub as another HYDRA agent got on the intercom.

"Red alert! Red alert!" The agent called out. "Internal systems have been compromised! We must surface!"

Hearing that, Cap took this opportunity to bolt out of the lab. After running down a bit of hallway, Cap came across a ladder leading out of the sub. He then proceeded to climb up it.

...

Outside, the S.H.I.E.L.D. Quinjet finally pulled up to the coordinates just as the HYDRA submarine came up to the surface.

"Hey, looks like they were expecting us." Clint retorted.

Natasha glanced down at the sub, her eyes narrowing.

"Clint, get your bow ready." she told him, reaching for her guns on her belt. "I think someone's coming out."

As Clint readied his bow and Natasha her guns, the hatch opened and, much to their surprise, Captain America came climbing out.

"No. Freakin. Way." Clint let out.

"It can't be..."

"Captain America is alive." they both said at the same time.

Fury, who was listening on the other end of their communicators blinked for a second, trying to process what they'd said.

 _"I think there's a bad connection on this com."_ Fury spoke up. _"I thought you said Captain America is alive."_

"Fury, I'm staring a 6-foot 4 man in a Captain America suit straight from the history reels, wielding a large shield like a frisbee." Clint argued. "If that ain't the Cap, then I'll hang up my bow."

 _"Then get your asses down there and get him out of there!"_ Fury demanded.

"Like you have to ask." Natasha responded.

Clint fired a zipline arrow down to the sub and he and Nat slid down it.

…

Down on the sub, several HYDRA agents were climbing out to detain Cap, but he just punched and bashed them away with his shield. He brought his shield up to block some machine gun fire before throwing at the soldier, taking him out. As the shield sailed around the sub taking out HYDRA agents, he punched out another agent and kicked another one into three others. As he grabbed his shield, he was starting to get surrounded by HYDRA agents.

"It's over Captain!" One of the agents shouted.

"Not while I'm still conscious." Cap retorted.

"That can easily change." the agent threatened.

Just then, an arrow struck the agent in the face, taking him out. Cap looked up to see Clint and Natasha zipping down towards him. They both landed on him as they opened fire on the HYDRA forces. Cap raised an eyebrow in confusion as a woman in a skin tight catsuit and a man with bow and arrow came to his aid.

"Who are you two?" he asked, knocking away another HYDRA soldier.

"Short answer, we're the good guys Captain." the woman replied. "I'm Black Widow, that's Hawkeye. We're here to help."

"Nice to meet you Cap." Hawkeye told him letting loose another arrow.

…

Back inside the sub, Strucker saw the state of the battle on the surface and decided to cut his losses and reached for a communicator on his belt.

"S.H.I.E.L. D has found us sooner zen expected." he said into the communicator. "Ve need to pull out. Secure the Tesseract and prepare for departure."

…

Back on the roof of the sub, Cap, Widow, and Hawkeye had finished taking care of the rest of the HYDRA agents.

"Well that takes care of them." Hawkeye declared, sliding his bow back into his quiver.

"This isn't all of them though." Cap told them. "There the one I fought in the sub. The own with the metal arm. He seemed to oversee this whole thing."

"Strucker." Widow cursed. "He's on the sub?"

"Yeah." he answered. "Had a little tussle with him which forced us to surface."

"Clint, get the Captain onto the Quinjet." she ordered. "I'll go after the Baron."

Clint nodded as Widow went into the sub after Strucker.

"Think she'll be alright on her own?" Cap asked.

Clint just snorted.

"Cap, let me put it this way." he explained. "If there's one person in the world you don't need to worry about, it's Nat."

…

Inside the sub, Strucker made a beeline for an escape pod.

"Strucker!" Widow yelled, causing Strucker to freeze in his tracks. "By order of S.H.I.E.L.D., you are under arrest!"

Strucker began raising his hands, before quickly grabbing his gun and opening fire on Widow. She quickly ducked the shots before springing towards Strucker. She then kicked the gun out of his hand as she landed on the ground. She then scooped up the gun for herself, aiming it right at him.

"Stand down now." she demanded.

Strucker stood still for a moment, then grabbed the gun with his claw and crushed it. He then flung Widow aside before turning back towards the escape pod.

"Sorry to depart so suddenly Agent Romanoff," he replied stepping inside. "But business demands require my immediate attention. I'm sure you understand."

She launched herself at the pod, hitting it just as the door closed. Through the small window into the pod, she watched as Strucker waved goodbye before ejecting the pod. She punched the metal of the doors angrily, cursing in Russian.

…

A little bit later, Natasha made it back up top where Clint and Cap were.

"What happened?" Clint asked.

"Strucker got away." she lamented. "Escaped in a pod before I could arrest him."

"Damn." Clint let out.

"So, what do we do now?" Cap asked.

"Now we get you back to headquarters." Clint told him.

Natasha nodded, then placed two fingers to her ear.

"Fury, this is Widow. We need pick up for three."

"Roger that Widow." Fury replied.

Just then, a low rumbling engine sound began to approach their location. Both Clint and Natasha looked up, Cap following their gaze. That's when he laid eyes on something straight out of a science fiction novel. A large aircraft carrier hovering in the sky with four turbines stabilizing it and what looked like rocket engines in the back propelling it forward.

"What the hell?" Cap asked in astonishment.

"We've got a lot to catch you up on." Clint remarked.

...

The three quickly made their way on board, Cap's face an unbreakable mask of shock and awe. As they made their way deeper into the helicarrier, every person they passed stopped what they were doing to stare. Many even started clapping and cheering as the Cap passed. Finally, they made it to the bridge, where Nick Fury was waiting for them.

"Well as I live and breathe." Fury remarked. "Captain America."

"Do I know you?" Cap asked, still as confused as ever.

"My name is Nick Fury," he introduced. "Director of the Strategic Homeland Intervention Enforcement and Logistics Division. We prefer to call it S.H.I.E.L.D."

"Sounds like the Strategic Scientific Reserve." Cap remarked.

"Well that's because it was the Strategic Scientific Reserve." Fury told him.

"At least until Agent Carter changed it." a female voice interjected.

Captain America turned to see a woman walking towards the group. She had blonde hair tied up in a bun and a dark suit that resembled Natasha's. Fury gave her a smile, then turned to Cap.

"Captain, this is Agent 13. She'll be your handler until you can get adjusted to everything."

"Anything you need, any questions you have, just come to me." she told him.

"No offense, but why would I need a handler?" Cap asked.

13 winced a bit, her rigid stance fading a bit.

"Cap… there's no easy way to say this..." She began.

"You've been asleep Cap." Fury cut off. "For more than seventy years."

Cap's shield instantly dropped out of his hand and onto the floor. 13 stepped forward, placing a hand on his shoulder.

"I'm sorry Steve." she said softly. "I know this is a lot to take in."

"I… I just need some time." Steve responded.

He then proceeded to walk out of the bridge, Agent 13 following suit. This just left Widow, Hawkeye, and Fury.

"Sir, while we were able to rescue the Captain, the Cube was lost to us." Clint began.

"If I had to wager a guess, I'd say Strucker had it when he escaped." Natasha surmised.

"Well that's just great." Fury lamented.

"So, what do we do now?" Clint asked.

"... we start recruitment." Fury answered.

"Sir, are you sure that's a good idea?" Clint asked, having a good idea what Fury was up to. "The names you're suggesting aren't exactly what I would call a 5-star lineup."

"Maybe so," Fury admitted. "But they may also be our only defense against this threat."

Clint let out a sigh of defeat before speaking again.

"Alright. I'll take the kid then." he declared.

"You do that." Fury replied. "Romanoff, you handle the big guy."

Natasha snorted.

"Your sending me after Stark? You know he trusts me about as far as he can throw me."

"Oh no, I've got Coulson on Stark." Fury corrected. "You get the big guy."

"Natasha froze in her tracks, realizing what Fury meant.

 _"Bozhe moi."_ she cursed.

...

 **And now, it's time to assemble the team.**


	13. Recruitment Drive

_Chapter 13: Recruitment Drive_

 _Ontario Canada_

One of the biggest snowstorms Ontario had seen in years was rolling through the frozen wilderness. Almost everyone was inside, doing their best to stay warm and dry. Everyone, except two lone figures tromping through the snow. One of those figures was the large green behemoth known as the Hulk. The other was Rick Jones, his best, and only, friend. Rick was currently clinging to Hulk's back, shivering violently from the cold as he tried to read a map he had plastered to the big guys back.

"Hey Hulk." he stuttered, trying to keep his teeth from chattering. "I think there's a cave system not far from here. Sound like a good place to lay low?"

"Sounds good to me." Hulk replied.

"Good." Rick decided. "Give us a good jump off to the left and we should be right in front of it."

With that, Hulk gave one massive jump, sending the two of them flying. After a minute, the two landed in front of the cave Rick was talking about.

"There we go." Rick said, sliding off Hulk's back.

The two walked inside and sat down in the comfort of the cave. Rick then slid his backpack off him, pulling out some sticks and a Firestarter kit.

"Hey Hulk, can I talk to Bruce please?" he asked as he got the fire started.

Hulk just shrugged before slowly breathing in and out. As he did so, he slowly began to shrink, and his skin began to take on its usual flesh tone. Once he was back in the form of Bruce Banner, Rick immediately tossed him a burlap sack.

"Shoes, socks, t-shirt and parka." he said as Bruce opened the sack. "I also added a belt since the Big guy tends to stretch out your pants."

"You're a saint, Rick." Bruce replied.

"Don't go deifying me just yet." Rick told him, still digging through his backpack. "That last bout with Ross forced me to ditch most of our food supply. "

He pulled out what little food they had left, laying it out.

"We're down to three slim-jims, half a bottle of water, and a bag of cheezie-doodles."

Rick then opened the bag of cheezie-doodles, immediately closing it again as he looked a bit green around the gills.

"On second thought, forget the cheezie-doodles."

"In that case, maybe you should take what's left." Bruce offered.

Rick shook his head.

"Oh no. I'm not the one with the Gamma-irradiated metabolism." Rick argued. "Besides, I had a chicken sandwich back in Seattle."

"And how long ago was that?" Bruce asked.

"Just eat." Rick told him, holding out the slim-jims.

Bruce just sighed, knowing Rick wouldn't relent.

"Alright." he said, taking the food. "But we're going to restock, and soon."

Rick nodded in agreement.

"Yeah. I'll make a supply run once the storm passes." he replied. "Either that, or maybe the big guy can go catch a deer."

"I'm not so sure the other guy is into venison." Bruce remarked.

"Speaking of the Big Guy, he seems a bit different then he was before." Rick remarked, leaning against the wall of the cave. "I mean, he still smashes stuff, but he does it in a way that less people get hurt."

"I've noticed that too." Bruce agreed. "Like when he saved that pilot in the desert."

"Exactly. He had no reason to save them, but he did."

"I've actually been giving that a lot of thought recently." Bruce shared. "Maybe there's a way to use this. So that the Hulk isn't hunted anymore."

"If that's what you want, then maybe I can help you." A woman's voice interjected.

The two turned to see a woman in a catsuit standing at the entrance of the cave.

"Hello Doctor Banner." she greeted. "My name's Natasha."

"What are you doing here?" Bruce asked.

"I've come with an offer from S.H.I.E.L.D." she explained, then she pulled what looked like a take-out bag from behind her back. "And I brought some burgers as well. Clint thought it would serve as a sign of good faith."

Rick came up and grabbed the bag. He opened it up to see two burgers, still warm and fresh, with extra-large French fries. His mouth watered at the sight, giving Bruce a glance as if to silently ask if he could have one. Bruce gave a single nod, then focused on Natasha.

"So, S.H.I.E.L.D sent you huh? Why?" Bruce asked. "Because if it's to kill me, that won't work out for… everyone."

"I'm not here to kill you." she promised. "I'm just here to talk."

"About what, exactly?"

"Do you remember anything about Project Rebirth?"

"Just whispers really." Bruce replied. "Something about finding Captain America."

Rick sputtered a bit, nearly choking on part of his burger.

"Wait, Captain America?" He asked, bits of burger flying from his mouth. "You're still looking for him?"

"Not anymore." Natasha replied "We found him. Alive."

"Shut. Up…." Rick said in awe.

Bruce just crossed his arms, remembering one key detail about Project Rebirth.

"And what about the Cosmic Cube?" He asked.

"The Red Skull's Doomsday weapon?" Rick added.

"It's currently in the hands of HYDRA." Natasha answered

"What does Fury want me to do?" Bruce asked bitterly. "Swallow it?"

"He wants you to help find it." Natasha answered. "Howard Stark got a small sample of the cube back during the war. His research showed it emits a gamma radiation signature too weak to track by conventional means. There's no one that knows gamma radiation better than you. If there was, that's where I'd be."

Bruce just stood there for a moment, mulling over Natasha's words.

"So, Fury's not after the monster." Bruce deduced.

"He just wants the man, nothing more." Natasha replied. "And he's willing to make a deal with you."

"What kind of deal?"

"You help us find the cube, and S.H.I.E.L.D will ensure that people like Ross never find you again. We can offer both you and Mr. Jones a haven. You don't have to spend the rest of your lives on the run, and you can allow the Hulk to become the Hero you believe he is."

"Hmm… it almost sounds too good to be true."

"I understand your skepticism." Natasha allowed, walking towards the mouth of the cave. "Take your time. Nobody's forcing you to choose."

Bruce turned to Rick, hoping he would have an answer.

"Bruce, I trust S.H.I.E.L.D. about as much as you do, but maybe we should give them a chance." he responded. "This could be the opportunity we were talking about. Allowing the Hulk to do some real good, so to speak."

Bruce had to admit it, the offer did sound enticing.

"Alright." he relented. "Let's give this a try."

Natasha nodded in satisfaction before activating her earpiece.

"Stand down." she instructed. "We're good here."

"Friends outside?" Banner guessed.

"Just a little precaution." Natasha admitted. "A worst-case scenario if asking nicely didn't go well."

Banner chuckled a bit.

"Well then, thanks for asking nicely." Banner replied.

…

New York City,

Across the New York City skyline, the Amazing Spider-Man swung on his signature web lines. Unbeknownst to him, a single archer stood on a lone rooftop, taking aim at the web line. He let loose the arrow, sending it flying. Spider-Man's spider sense went off in a flash, warning him of the incoming projectile seconds before it severed his web. As Spider-Man fell through the air he quickly shot out another web line, allowing him to swing to a nearby rooftop and land unharmed.

"Ok… what was that?" Spidey asked himself.

"I do believe the term is 'Friendly fire'." a cynical response came from across the way.

Spidey turned to see the archer standing on a rooftop across from him with an arrow strung in his bow. Spidey raised an eyebrow in confusion

"Right…" he let out. "Let me guess, you're the one who helped me against Electro, right?"

"That I am." the archer replied. "My name's Hawkeye, but my friends call me Barton."

"Would have guessed Purple Arrow." Spidey joked.

"Hilarious." Clint replied dryly.

"I know right?" Spidey continued. "I've always felt I should have gone into stand up."

"Maybe once you graduate, kid." Clint replied. "But I didn't come here to just trade banter."

"Then why are you here?" Spidey asked. "Because I actually have a few things I have to deal with today."

"I'm here to offer you a position on a very prestigious team, one that could use a 15-year-old child prodigy like yourself."

Spidey went wide eyed at the mention of his age.

"Uh… what do you mean by that?" he tried to brush off, attempting to sound older. "I'm a grown man. 28. Lots of biceps. Lift about…"

"Save it kid." Clint interrupted. "I know all about the accident at Oscorp, your powers, even your uncle. I know everything Peter."

Spider-Man was left speechless. He couldn't think of any way he could talk his way out of this one, so he decided that the only thing to was to own up to it.

"How'd you know?" Spidey asked as he sighed.

"You tried to hack into S.H.I.E.L.D. awhile back." Clint replied, "When you succeeded, Fury had one of our best trace your address. We've been keeping tabs on you ever since."

"Nice to know I'm popular." Spidey grumbled crossing his arms. "So, what's this 'prestigious team' about anyway? Government agency academic Olympics?"

"Something a bit more… action based." Clint replied. "When you sifted through our files, you ever take a peek at Project Rebirth?"

"Just a bit." Spidey responded. "It's not really a secret people have been searching for Captain America all these years."

"Well, guess what, we found him."

"Wait what?!" Spidey let out.

"Yep, not only is he still as young and powerful as he was back in WWII, he needs your help."

"Me? Why me?"

"Fury seems to think you have potential." Clint replied. "And after seeing you in action, I have to agree with him. We could benefit from having you on our team."

"I don't know," Spidey admitted. "While beating bad guys with Captain America sounds amazing, I have a lot on my plate right now. I have a Spanish quiz tomorrow, our bills are coming up soon, and personally, my girlfriend, who I am beyond lucky to have in the first place, is getting a little irritated of me being late for our dates."

"You have a 4.0 GPA and your lowest grade in Spanish is a 94. I think you can stand to make up a test, I'm positive we can come up with a suitable excuse for your girlfriend, and if you help us, money will no longer be an issue for you, or for your Aunt."

I… I still don't know… it all just sounds too good to be true."

"Then think about it like this, lives will be at stake here. You really want to stand on the sidelines, especially knowing you have the power to stop it?"

Spidey thought for a moment, then scowled at Clint.

"That's low 'purple arrow'." Spidey commented. "Alright I'm in. On one condition."

"Name your price, Peter."

"My secret identity stays secret from this little team. Having a super-secret government organization know who I am is enough."

"Fair deal." Clint allowed. "And don't worry, you won't be the only insect themed hero on the team."

"You know that's actually a common misconception." Spidey corrected. "Spiders are actually arachnids."

"Yeah, you'll fit in just fine." Clint remarked as the two took off.

…

Janet and Hank were both bent over their respective super suits. Hank was making some fine adjustments to the mechanics, and Janet was making her suit a bit more fashionable. Once she finished adjusting the skirt and the top of the dress, she tried it on and gave it a twirl.

"Well?" she asked, striking a pose. "What do you think?"

"Hmm?" he said only barely looking up. "Oh, it looks nice."

Janet's face fell, and she fell out of her pose, giving Hank a withering scowl.

"Why do I even bother?" she muttered.

Hank let out a sigh as he looked up from his work.

"Wait," he called out. "Sorry. You do look amazing."

"Nope, too late now." Janet replied, holding up a hand. "The moment's over."

"So… offering to take you out to dinner tonight to make up for it is out of the question?" he guessed.

Janet let a small smile play on her face as she turned back towards him.

"Well, maybe not completely out of the question." she replied.

"Sorry, but I'm afraid dinner's going to have to wait." a voice interjected.

The two pint-sized heroes turned to see Nick Fury standing in the doorway.

"Director Fury." Hank let out. "What are you doing here?"

"Yeah, I'm pretty sure I made it quite clear at our last meeting that Hank and I will not sell the Pym Particle to S.H.I.E.L.D." Janet added sharply.

"Yes, the hand imprint on my left cheek made that quite clear." Fury responded, caressing the cheek in question. "But I'm not here about that, I'm here for the two of you as Ant-Man and Wasp."

Both the heroes raised an eyebrow in surprise.

"I'm not even going to ask how you know about that." Janet quipped. "You'd probably lie anyhow."

"We're S.H.I.E.L.D, keeping tabs on super powered individuals in technicolor spandex is part of the job." Fury remarked. "Besides, heroes that can shrink and grow on the turn of a dime? Sounds too like your boyfriend's little project."

"Okay… you got me on that one." Janet admitted.

"Ant-man and Wasp are just as unavailable to you as my particle is."

"Not even in the face of a potential global catastrophe?" Fury asked.

This gave both Hank and Janet pause. Seeing that he had them hooked, Fury went further into detail.

"About 24 hours ago, S.H.I.E.L.D clashed with a HYDRA submarine." Fury elaborated. "Two things of note were recovered. The first was Captain America."

"You found him?" Hank let out, immensely interested. "How well preserved is he?"

"Enough to plow through almost an entire HYDRA platoon." Fury answered.

"Whoa, whoa, whoa." Janet interrupted. "He's alive?! He has to be like, what, 97 years old?"

"Believe me, I wouldn't have believed it either if I hadn't seen it with my own eye." Fury replied. "But he's alive, and about as fresh as the day he went under. But I didn't come here to tell you that, I came here because HYDRA go the other noteworthy artifact they found."

Having read about Captain America's adventures during World War II, it didn't take long for Hank to figure out what Fury meant.

"The Cosmic cube." he surmised.

"That legendary glowing cube that the Red Skull used to try and blow up half the world?"

"One and the same." Fury confirmed. "The Captain was willing to give his life to keep the Tesseract out of the hands of HYDRA, and now they have it again. That's where you come in."

"Umm, I don't see how we can help." Janet interjected. "I mean, we've only been heroes for what, a week?"

"Dr. Pym is one the five smartest men in the world. His scientific expertise would be invaluable in finding the cube." Fury answered. "And once we know where it is, I will need individuals with both the strength, and the tenacity to get it back. You two have both."

Both heroes stood there in silence, not sure how to respond to such a daunting task.

"Give us a minute." Hank said.

The two stepped off to the side and began whispering to one another.

"What do you think, Hank?" Janet questioned. "I mean, I don't trust Fury, but if the world really is in danger..."

"I know," Hank admitted. "But Fury has a reputation of twisting good intentions for his own agenda."

"No doubt," Jan relented. "But what happens when HYDRA uses the cube to take over the world?"

Hank let out a sigh of defeat, knowing she was right.

"You make a good point." Hank replied before turning around. "Alright Director, we're in."

"Good." Fury responded smiling. "Rendezvous in 12 hours."

Fury then departed as Janet turned to Hank.

"You know, I'm kind of glad he came to us first."

"Seriously?" Hank asked turning to her.

"Well, yeah." she replied. "Just think, S.H.I.E.L.D could have gone to Stark."

…

In the Hudson River, Tony Stark, AKA Iron Man, was putting the last touches on his latest project. After cutting into a pipeline, he placed a Stark Energy Reactor on it before flying up to the surface. Once he was out of the water, he rocketed into the city.

"You're good to go on this end." Tony said over his comm link. "The rest is up to you."

 _"You disconnected the transition lines?"_ Pepper Potts asked through the Iron Man suit's communication line. _"Are we off the grid?"_

"Done and done." Tony confirmed. "Trust me, pretty soon, Stark Towers is about to become a beacon of self-sustaining clean energy."

 _"So long as our reactor takes over and this plan actually works."_ Pepper joked.

"I assume." Tony joked. " Light her up."

As Tony flew through the sky, one certain building began lighting up. At the top of it, the word 'Stark' glowed across it in bright lights

 _"How does it look?"_ Pepper questioned

"Like Christmas," Tony replied with a proud lilt to his voice. "but with more...me".

 _"We'll have to go wider on the public awareness campaign."_ Pepper began, jumping straight into the business part of their clean energy experiment. _"I'll work on setting up a press conference and work with PR on some new billboards and-"_

"Pepper, you're killing me." Tony told her as he flew toward the building. "You gotta learn to enjoy the moment."

As Tony reached the building, he flew straight to the top and landed on a metal platform. As he walked inside, several mechanical arms came out and began removing parts of the armor,

 _"Sir, Agent Coulson of S.H.I.E.L.D. is on the line."_ JARVIS informed him as the suit began to disassemble.

"I'm not in." Tony told the AI. " I'm actually out."

 _"Sir, I'm afraid he's insisting."_ JARVIS added.

"Close the line, JARVIS." Tony insisted as the last of the armor was removed. "I got a date."

With that, Tony enter the building to see Pepper checking on some computer screens.

"Levels are holding steady." Pepper declared, thumbing through the various readings on a Stark Industries tablet in her arm. "I think."

"Of course they are." Tony responded. "I was directly involved. Which brings me to my next question. How does it feel to be a genius?"

Pepper looked up from the pad and chuckled slightly.

"Well I really wouldn't know, now would I?" she told him, setting the pad aside.

"What do you mean by that?" Tony asked. "You had the biggest hand in making this a reality. All this came from you."

Pepper shook her head, smiling slightly.

"No, it didn't." she replied, tapping the mini arc reactor in the center of his chest. "All this came from that."

"Give yourself some credit, please." Tony insisted. "Stark Tower is your baby. Give yourself... twelve percent of the credit."

Pepper's face fell slightly as an incredulous look graced her features.

"Twelve percent?" she repeated.

"An argument can be made for fifteen." Tony allowed.

"Twelve percent?" she repeated, now purposely ribbing Tony. "For my baby?"

"Well, I did do all the heavy lifting." Tony told her. " And not just metaphorically. I lifted the heavy things, literally. And sorry, but the security snafu? That was on you."

"Oh, so that's it." Pepper announced, her tone dripping with sarcasm and a playful edge.

"My private elevator-"

"You mean our elevator?" Pepper interrupted.

"It was teeming with sweaty workmen." Tony continued, before realizing he couldn't win this fight. "I'm going to pay for that comment about percentages in some subtle way later on, aren't I?"

Pepper let out a hiss through her teeth, patting Tony on the back.

"Yeah, I'm not gonna be that subtle." she promised him.

""I'll tell you what." Tony began to promise. "Next building is gonna say 'Potts' on the tower. What do you say to that?"

"I say I want my name on the lease." Pepper replied, with a smirk.

"Yeeeaaahhh…" Tony responded. "This might take some negotiating. Call your mom, can you bunk over?"

About that time, JARVIS spoke up once more, his voice now emanating from the various speakers scattered about the tower."

 _Sir, the telephone."_ The A.I. declared. _"I'm afraid my protocols are being overwritten."_

 _"Mr. Stark,"_ Coulson called out. _"We need to talk."_

With a small groan on annoyance, Tony grabbed his phone off the couch, putting on a deadpan face as he answered the call.

"You have reached the life model decoy of Tony Stark," he declared in the most monotonous voice he could muster. "Please leave a message."

 _"This is urgent."_ Coulson insisted.

"Then leave it urgently." Tony insisted, his annoyance beginning to show in his voice.

As he said this, the doors to the private elevator opened, revealing Agent Phil Coulson standing inside. He had the phone up to his ear but hung up as his eyes met Tony's.

"Security breach." Tony let out, before turning to Pepper. "That's on you."

"Mr. Stark, Director Fury is requesting your assistance on a matter of great importance."

"I thought I told Fury that I was out of the weapons making game." Tony told him. "If you want the latest laser rifle, go talk to Justin Hammer or something."

"This isn't about weapons Mr. Stark." Coulson assured him. "Tell me, how much did your father tell you about Project Rebirth?"

"What didn't he tell me?" Tony reiterated. "A WWII super soldier project that turned a 90-pound asthmatic into the peak of human perfection. Of course, they never made another one because the guy with all the answers got shot and the last of the formula died with Captain America."

"Not quite." Coulson clarified. "Captain Rogers was fished out of the arctic at 0500 hours yesterday."

"Well never let it be said I don't believe in miracles." Tony remarked surprised. "What's this got to do with me? Or should I ask what this has to do with Iron Man? I'm guessing he has a part in this?"

"In a way yes." Coulson admitted. "In light of Captain Rogers' recovery, as well as other events, Director Fury is launching the Avengers Initiative."

"You want me on your little super-secret boy band?" Tony remarked. "I thought I didn't even qualify."

"Big shock there." Pepper muttered under her breath.

"Yeah, apparently, I'm, what was it? Volatile, self-obsessed, and don't play well with others?"

"Got you down to a tee, Tony." Pepper commented.

"This isn't about personality profiles anymore." Coulson told him. "The Captain wasn't the only thing recovered from the ice."

"The Cosmic Cube." Tony guessed, remembering his father's stories. "The Red Skull's ultimate weapon."

"And now in the hands of Baron Strucker." Coulson confirmed. "Doesn't exactly bode well for the rest of the world does it? No one knows about your father's work on the cube better than you."

"Tony, this seems serious." Pepper noted. "From what you've told me of your father's work, lives could be at stake."

"They already have the golden boy, sounds like you have all the help they need." Tony noted. "Besides, weren't we having a bit of a moment earlier?"

"I was having twelve percent of a moment." Pepper replied sarcastically. "Besides, right now S.H.I.E.L.D needs you more than Stark Tower does."

With that, Pepper turned to Coulson with a smile.

"We best leave Tony to his work." she told him, taking his arm. "I'll show you to the door."

As the two walked out, Tony thought about the stories his dad used to tell him about Captain America, and how he was sick to death of the guy. But with the world at stake, maybe certain old wounds should take a backseat.

…

Steve Rogers stood in the center of an old gym, a large punching bag hanging in front of his. His hands were wrapped in ace bandages as he punched at the bag repeatedly. With each punch that connected, flashes of old memories began to fill through his head. The faces of his teammates all passed through his vision, eventually settling on the face of Bucky. In his mind, he replayed the last time that he had seen his lifelong friend, and his last words echoed through his skull.

 _"The world needs Captain America more than it needs Bucky Barnes."_

With that sentence echoing through his mind, he punched the bag so hard, it went flying across the room, scattering sand everywhere. Pausing to catch his breath for a moment, he turned towards a row of bags waiting beside him, grabbing one and lifting it like it was filled with feathers rather than air. Once he connected it with the support ring, he prepared to resume his workout routine when a voice interrupted his train of thought.

"And I thought Barton was rough on training equipment." Agent 13 quipped.

Steve turned to see Agent 13 leaning against the doorway. She was dressed a bit more casually than before, and her hair was loose, hanging around her shoulders.

"I hope I'm not interrupting." she remarked, walking towards him.

"Nah," Steve told her. "Just, making sure sleeping for more than 70 years hasn't made me rusty."

"Well I think it's safe to say you aren't." 13 replied, chuckling slightly before taking on a softer tone. "Are you alright?"

Steve just stayed quiet for a moment.

"I can't even begin to answer that." Steve admitted.

13 came up behind him, placing a hand on his back.

"You know… the Commandos were all honored as heroes." she told him. "Especially you and Sergeant Barnes."

Steve couldn't help but smile at that.

"They deserve it." Steve said.

13 nodded in agreement.

"Aunt Peggy even made Barnes an honorary agent of S.H.I.E.L.D." she added. "His name is on every memorial in every facility. He's considered one of its first agents."

Steve paused for a moment, replaying 13's words in his head. With stunned surprise, he turned to her.

"Did you just say, 'Aunt Peggy'?" he asked.

13 blinked, then facepalmed, groaning to herself.

"She always said I let too much slip for a spy." she muttered before taking a breath and meeting Steve's eye. "I guess I should properly introduce myself. My real name is Sharon Carter. I'm Peggy's niece."

Those words hit Steve like a ton of bricks.

"I… I didn't even know Peggy had any other family." Steve replied. "She never said anything."

"And with good reason." Sharon replied. "My family never approved of Peggy joining the army. Said it wasn't right for a woman to fight. I didn't share my family's sentiments. In fact, it was Aunt Peggy who inspired me to join S.H.I.E.L.D."

Steve couldn't help but smile at that.

"You know, she never gave up on you." Sharon added.

"She was never one to give up easily." Steve commented. "No matter what."

"Damn straight," Sharon agreed. "Up until her retirement, she could always be seen going over every bit of data on you she had."

"Do you… know where she is now?" Steve asked.

Sharon looked down, her smile fading somewhat.

"She passed away about six months ago." She explained. "It was painless and peaceful, in her sleep."

Steve lowered his head in defeat.

"Then I really am alone…" Steve let out. "Peggy, Bucky, everyone I ever knew. It's all gone… HYDRA should have left me in that ice."

"Don't say that, Captain." Sharon told him, placing a hand on his shoulder. "The world still need Captain America,"

"Yeah right." Steve dismissed. "I can't imagine a world that's changed so much would still need… an old-fashioned hero like me."

"In a world that's changed this much, we need a little old fashioned." she told him. "Maybe now more than ever."

Steve raised an eyebrow at that.

"You aren't here just to check on me, are you?" Steve guessed.

"Sharp as ever." Sharon complimented. "You weren't the only thing HYDRA plucked from the arctic."

She pulled a file out from under her arm, handing it to him. It was a dusty file that read "Project Rebirth", with the signature of Howard Stark on the front. He opened it, the first page being a series of handwritten notes with a picture clipped to it. The picture was black and white, and displayed what looked like a glowing cube.

"Red Skull's secret weapon." Steve recalled.

"Right now, it's in the hands of Baron von Strucker, the current leader of HYDRA." She explained. "He wants to finish what the Red Skull started over 70 years ago."

"And you want my help to stop him?" Steve surmised.

"No one knows more about taking down HYDRA than you." She reminded him. "Your experience and training may be the edge we need to prevent a third World War from breaking out."

"You don't even have to ask." Steve replied. "If you're going after HYDRA, I want in."

Sharon smiled widely.

"Excellent." she declared. "Then I think you'll be wanting this."

She sidestepped, revealing a large suitcase. Attached to the front of the case was his shield, which had been cleaned, painted, and polished.

"You cleaned it up." He noted.

"I did what I could." she replied. "Though Peggy's the one who took care of the suit. She wanted you to have a fresh change of clothes when you returned, and I've been keeping them in good condition ever since."

Steve opened the case to see the new uniform inside. He couldn't help but smile at it.

"Let's get to work." he declared.

...

 **All the pieces are falling into place. Can't wait to see what happens next.**


	14. The Mission

_Chapter 14: The Mission_

Agent Maria Hill stood on the deck of the S.H.I.E.L.D helicarrier, looking out at the sky. Director Fury stood beside her, also keeping his eye on the horizon.

"Think they'll come?" Hill questioned.

"I'm confident they will." Fury replied.

As they were talking, two tiny figures appeared on the horizon. For a moment, they simply appeared to be far away. However, it soon became apparent that they were supposed to be that small, especially when the two figures spontaneously grew to reveal Hank Pym and Janet van Dyne now in the guise of Ant-Man and Wasp.

"Glad you could make it." Hill greeted them. "Welcome to the Helicarrier."

"And I thought the college lab was big." Janet said in awe.

"It's impressive I'll admit." Hank allowed, flipping open his face plate. "So, who else will be joining us on this little endeavor Fury?"

"You'll find out in a moment." Fury told him.

A helicopter appeared in the sky, making its way towards the helicarrier. The four onlookers watched as it landed, the doors sliding open as Bruce Banner and Rick Jones climbed out, followed by Natasha.

"Sorry I'm late." she apologized as she allowed her two companions to exit the copter. "These two needed a shower and some fresh clothes."

"Hey, you try keeping yourself clean when you're a fugitive." Rick said in his defense.

"I have, which is why I helped you." she retorted.

"Dr. Banner." Hank greeted in surprise. "It's good to see you again."

"Hank, hi." Bruce greeted back, shaking his hand. "Good to see you again."

"I heard about your accident." Hank told him, looking at him sympathetically. "You doing alright?"

Both Rick and Bruce exchanged glances, then Bruce just gave a shrug.

"As well as I can." he answered.

"That's good at least." Hank said. "Uh, you remember Jan, right?"

"How could I forget?" Bruce replied, shaking Janet's hand with a soft smile. "You would never shut up about her when we were colleagues."

"Aw, so you do care Hank." Janet ribbed.

Hank rolled his eyes, but he was smiling the entire time

"Don't let it go to your-"

Before he could finish, a rocket like sound rang out. Everyone looked up to see Iron Man flying to towards the helicarrier. As he deactivated his rocket boots, he did a flip, allowing him to land on the helicarrier in a dramatic pose. Both Hank and Janet stared, a sense of dread coming over the two of them.

"Oh great..." Janet groaned. "They did go to him..."

"Perfect…" Hank lamented.

Tony stood up as his faceplate lifted revealing his face.

"Well, well, isn't this a surprise." He declared as he walked over towards the group. "Nice to see you again Hank. How's your shrink particles coming along?"

"Just fine, Tony." Hank replied with a stone-cold face. "Just fine."

"Okay, don't tell me." Tony backed off before turning to Jan. "Hey Jan. I knew we traveled in some of the same social circles, but I didn't know you went to parties like this."

Janet crossed her arms and turned away from him, effectively giving him the old shoulder. Rick leaned over to Bruce and whispered in his ear.

"I'm getting the distinct impression that they don't like him." he hissed.

"What gave it away?" Natasha asked.

Rick jumped, then glared at Natasha.

"You are way too good at that spy thing." he informed her.

As they continued talking, a second helicopter came up and landed on the helicarrier. Coming out of it was Clint Barton and Spider-Man, the latter of which still in his costume.

"You know, I've clung to the outside of countless helicopters, but this is the first time I've ridden in one properly." Spidey commented, stretching a bit.

"Glad to provide you with such a thrilling experience." Clint responded sarcastically.

"Who's the pre-teen in the underoos?" Tony questioned, pointing at Spidey. "Is it bring-your-kid-to-work day?"

"Hey!" Spidey called out. "I'm 15!"

"Respect your elders, punk." Tony quickly replied.

Clint patted Spidey on the shoulder with a smirk.

"Don't let him get to you." He told him. "He's a dick to everyone."

"So I noticed." Spidey remarked.

Tony turned away from Spidey, noticing Bruce and Rick standing off to the side.

"Dr. Banner." Tony called out walking over to Bruce and shaking his hand. "Good to meet you. Your work on anti-electron collisions is unparalleled. And I'm also a huge fan of the way you lose control and turn into an enormous green rage monster."

There was a moment of silence after all that was said. Spidey took a side step away from Bruce.

"... thanks." Bruce replied. "Though I'm hoping not to expose too much green on this little trip."

"Which is why you should keep all mention of the Hulk to a minimum." Rick interjected. "And try not to purposely get on Bruce's nerves."

"No problem here." Spidey called out. "If I wanted to get beaten to a pulp by a giant beast I'd throw some of my one-liners at the Rhino."

"Mr. Jones is right." Fury interjected. "Dr. Banner is here to aid in the scientific part of this mission, nothing more."

"Well then, I look forward to working with you." Tony told him.

"Fury you sure bringing 'him' here was a good idea?" Hank asked.

"To which 'whom' are you referring to, Dr. Pym?" Fury replied. "Dr. Banner, or Mr. Stark?"

"Stark." Hank answered.

"Howard Stark was the leading scientist that studied the effects of the Cosmic Cube." Fury explained. "He is one of the two members of this team that may give us an edge against HYDRA."

"One of two?" Janet repeated. "Who's the second?"

"I believe the director was talking about me." a voice called out.

Everyone turned to see two people approaching the group. One was Sharon Carter, back in her Agent 13 attire. The other was Steve Rogers, fully decked out in the red, white, and blue suit that had become his trademark, his shield hooked to his back. Everyone stared slack jawed, completely shocked to see the legendary super soldier they'd heard so much about.

"Is that-" Rick started to say.

"Captain America." Spidey finished.

Spider-Man then instinctively jumped in front of Captain America and began shaking his hand.

"It is an honor, sir." Spidey greeted. "I am a huge fan of your work. You have been a major inspiration to me."

Steve smiled as Spidey continued shaking his hands, becoming visibly uncomfortable. Thankfully, Spidey caught on quickly.

"I'm… shaking your hand too long, aren't I?" Spidey asked sheepishly.

"Yes." Cap answered. "Yes, you are."

"Sorry." Spidey replied letting go.

"Well, at least I know I'm not the only hero lover on this floating boat." Rick remarked.

Cap turned to look at the person who said that. What he saw took his breath away.

"... Bucky?" he whispered.

Rick blinked, then pointed at himself.

"Are you talking to me?" he asked. "Sorry Cap, but my name's Rick. Rick Jones."

Cap shook his head for a moment, trying to clear his thoughts.

"Sorry you… you look like someone I… once knew." Cap replied.

"Bucky Barnes, right?" Rick guessed. "Yeah, I used to get that a lot back when I was in college. But I'm not all that important anyhow."

Rick stepped aside, allowing Bruce to step forward.

"Dr. Banner." He greeted. "Rick is my… assistant."

"Nice to meet you Dr. Banner." Cap greeted shaking his hand. "Agent 13 tells me you can track the cube."

"Is that all she's told you?" He asked, glancing over at 13.

"Only thing I care about." Cap replied.

A relieved smile graced both Bruce and Rick's faces as Tony stepped forward.

"So, you're the Star-Spangled Man with a Plan." Tony declared. "You look good for someone who spent 77 years as a capsicle."

"Mr. Stark." Cap greeted stoically.

"Cap'n" Tony replied equally stoically.

"Great." Nick Fury let out. "Now that we've all gotten acquainted, let's get inside so we can discuss the matter at hand."

…

Fury and Hill ushered everyone inside, where they gathered at a large table on the main flight deck.

"Thank you all for coming." Fury greeted. "You all have been carefully selected as part of a highly elite task force, called the Avengers Initiative. The purpose of which is to bring together a group of unique individuals to handle tasks ordinary soldiers never could."

"And I'm guessing this 'cosmic cube' thing is the task you had in mind?" Spidey guessed.

"Correct." Fury confirmed before pressing a button on a computer.

Suddenly a holographic image of the Tesseract appeared before them

"This is the Tesseract." Fury continued. "In 1945, rogue Nazi scientist Johann Schmidt, AKA the Red Skull, attempted to use this cube to bomb the entire eastern seaboard as a display of HYDRA's power."

"Luckily for the world, the Cap'n and his friend Barnes were there to save the day." Tony interjected. "Trust me, every kid who ever took second grade history knows the story."

"Indeed." Fury agreed. "The Captain, Barnes, and the cube were lost to sea. That is until 48 hours ago, when we intercepted a HYDRA communication about the discovery of the cube and the frozen remains of Captain America in the Arctic. As you can plainly see, we succeeded in retrieving the Captain."

"But HYDRA got the cube." Cap finished.

"And now in the hands of this man." Fury proceeded as the face of Baron Strucker appeared. "Baron Wolfgang Von Strucker. Current leader of HYDRA."

"I had the displeasure of meeting him on that submarine." Cap told them. "That fancy red glove of his ain't just for show."

"The Satan Claw." Clint remarked.

"It's a specialized weapon manufactured specifically for him." Natasha explained. "It has the power to drain the youth and vitality of its victim, transferring it to Strucker himself. It's the reason he's survived as long as he has and is as strong as he is."

"So, avoid shaking hands with the Neo-Nazi Dr. Claw," Tony jeered. "Got it."

"So how are we gonna find this guy?" Spidey asked.

"This is where Mr. Stark, Dr. Pym, and Dr. Banner come in." Fury explained. "The Tesseract emits a low level of Gamma radiation. Considering Dr. Banner's 'hands on' experience with it, he should have no problem finding a way to track it."

"I just need access to the right equipment." Bruce told them. "How many spectrometers do you have access to?"

"As many as you need Doctor." Fury told him.

"Call up every lab you know, have them set the spectrometers on the roof for gamma radiation." Bruce instructed. "I can run a tracking algorithm for basic recognition cluster. At least we can narrow down a few places."

"I can start running that algorithm if you want." Spidey offered.

"No offense kid, but this isn't your high school science class." Tony retorted. "I highly doubt you could offer up any-"

"If you're attempting to pinpoint a specific frequency of radiation, then you'll need to lock onto its wavelength." Spidey interrupted. "I've had some experience tracking electricity-based villains before, and with some slight calibrations to my formula, I should be able to properly adjust it to fit what we're looking for."

Rick let out a slow clap.

"I like this kid." he whispered to Bruce.

Tony was honestly starstruck for a moment.

"Well then," he finally said. "Let's get to work."

"Agent Romanoff, would you kindly escort everyone to the science bay?" Fury requested.

Natasha stood up, gesturing for the science team to follow her.

"You'll love it boys." she informed them. "We've got all the toys."

…

Natasha did not exaggerate when she described the S.H.I.E.L.D science lab. There was every available piece of equipment any of them could think of, as well as an entire array of chemicals that Spider-man wasted no time raiding.

"Can someone get me a graduated cylinder and a few stirring rods?" he asked as he grabbed several vials of chemicals. "I'm low on web fluid and I need to make more for this big mission."

Hank passed him the things he needed, allowing the young hero to get straight to work. As he did that, Tony and Bruce began working on setting up the search.

"One last component…" Bruce said. "There. Model's locked and we're sweeping for the gamma signal. Once we get a hit, should have a location within half a mile or so."

"Yup, we'll get Fury's cube back within the afternoon." Tony added.

"Then you and I can head back to Ontario for some peace and quiet." Rick declared, wrapping an arm around Bruce's shoulder. "A nice, peaceful cabin with plenty of room for the big guy to enjoy."

"I admit, I'm anxious to finish this and leave." Bruce admitted. "Having the big guy up here, might not be the best thing."

"Tell you what, after this is all over, why don't we all pop by Stark Tower." Tony suggested. "A little science bros moment. Top ten floors are all R and D. you'll love it."

"I have been itchin' to check that place out." Spidey admitted.

Rick let out a hiss.

"Bad idea, Mr. Stark." he informed him.

"Rick's right." Bruce agreed. "Last time I was in New York I kind of… broke… Harlem."

"Ah." Tony let out. "Well you don't have to worry about that. I promise a stress-free environment. No tension no surprises."

Tony then quickly jabbed Bruce with a small electric stick, eliciting a yelp from the doctor. That small sound was enough to have Jan, Hank, Spider, and Rick all jump in surprise. Tony eyed Bruce, half expecting him to turn green right then and there. Thankfully, all that happened was Rick slapping the stick out of his hand.

"Are you out of your mind?!" he exclaimed.

"Jury's out." Tony joked. "You have really got a lid on it. What's your secret? Mellow jazz? Bongo drums? Huge bag of weed?"

"Is this some sort of joke to you, Mr. Stark?!" Rick demanded. "Do you have any idea what might have happened?!"

At that moment, Cap walked into the lab, picking up the tail end of the situation.

"What's going on in here?" Cap asked.

"Stark tried to unleash the Hulk." Rick explained. "I like the big guy, but he would tear this ship, and everyone on it, apart!"

"That is an immense exaggeration, if not 100 percent accurate." Tony replied.

"Is everything a joke to you?" Cap asked.

"That's what I said!" Rick declared, throwing his arms up.

"Funny things are." Tony quickly responded.

"Threatening the safety of everyone on this ship is not funny." Cap berated. "No offence."

"None taken." Bruce replied, placing a reassuring hand on Rick's shoulder. "I wouldn't have come on here if I couldn't handle… pointy things."

"You're tiptoeing big guy." Tony told him. "You just need to strut."

"And you need to focus on the problem Tony." Hank told him.

"You think I'm not?" Tony replied.

"I think it's clear you're not." Janet commented with a snarky tone.

"Well I have been, while also working to ask a few questions." Tony responded. "Like, why did Fury call us in?"

"I've been wondering that about you since you got here." Hank replied sarcastically.

"And what about the rest of us?" Tony asked. "Seems a little excessive just to get a shiny rock don't you think?"

"What?" Spidey asked. "You think Fury's hiding something?"

Tony turned to Spidey with a withering look.

"Kid, Fury's a spy." he explained. "No, scratch that. He's 'The' spy. He's so secretive, his secrets have secrets."

"That… doesn't sound possible." Spidey responded, raising an eyebrow.

"Well it's true." Tony continued. "I can't be the only one bugged by this."

"Well… Bruce and I don't exactly trust Fury." Rick admitted. "Then again, we've never had much reason to."

"And if Fury is anything like Ross…" Bruce pondered out loud. "I can only wonder what he plans to do with the cube once he gets hold of it."

"I guess it's too much to hope that he'll toss it back in the arctic." Janet commented wryly.

"Right." Hank agreed. "I've never known Fury to just throw away as powerful as the cube."

"The Red Skull described it as the beginning of a new world order." Cap remembered. "Nobody should have that kind of power. Not even S.H.I.E.L.D."

"So… what does Fury plan to do with it?" Spidey asked.

"I should probably look into that, once my decryption program finishes breaking through all of S.H.I.E.L. D's secure firewalls." Tony told him.

Everyone, save for Bruce for obvious reasons, turned to Tony in shock.

"What?!" they all let out.

"You can't go one minute without committing corporate espionage!" Janet exclaimed.

"JARVIS has been running it since I hit the bridge." Tony told them. "And I'd like to think of it as corporate snooping."

"Yet you're curious about why they didn't want you around." Cap remarked.

"An intelligence agency that fears intelligence?" Tony posed. "Historically…. Not awesome."

"You are just like your father, Tony." Janet snapped. "Just like Howard."

Hank placed a hand on Janet's shoulder to calm her down, shaking his head.

"That was too far, Jan." he told her.

"Hey!" Tony let out. "I am nothing like my father!"

Enough!" Cap called out. "Arguing isn't gonna help anything. Strucker is the real enemy here. This is a man that wants to cause World War three, and if we don't stay focused, he'll succeed."

One of the monitors began beeping, drawing everyone's attention to Spidey. He'd been working on his tracking algorithm the entire time they'd been arguing, and he appeared to have gotten a hit.

"I think I found the cube!" he called out.

Everyone gave the web head a surprised look.

"What?" Spidey let out. "Someone had to stay focused while you guys were arguing."

"Nice work kid." Cap complimented. "Where is it?"

"That depends." Spidey replied, turning the monitor towards the Cap. "That castle look familiar to you?"

Cap looked on the monitor and saw an old castle nestled in the Alps.

"According to Wikipedia, the castle was built by HYDRA after the fall of the Red Skull." Spidey explained. "It houses all of the old tunnels and labs used by old Skull-face back in the old days."

"What's a 'Wikipedia'? Cap asked confused.

"We've got a lot to catch you up on." Tony remarked.

"Suit up." Cap instructed. "We're heading out in 20 minutes."

All the members of the retrieval team made their way out of the lab, leaving Bruce and Rick alone. Rick looked over at Bruce, noting the worry lines etching along the doctor's face.

"You alright, Bruce?" he asked.

"While his methods can be debated," Bruce told him. "I can't help but wonder if Tony's right to mistrust Fury."

"You're right on that one, but it will take some time for even Stark's decryption software to hack into S.H.I.E.L.D."

Rick tapped his chin thoughtfully, then an idea came to him.

"However, I might have a way to speed the process." he suggested. "I think it's time I do what I do best."

"Break into places you shouldn't?" Bruce guessed.

Rick nodded, a grin forming on his face.

…

Clint and Natasha went over one of the Helicarrier's jets, making sure everything was in order for the mission. Nat stuck her head out of the cockpit, looking down at Clint as he checked the engines.

"All clear on my end." she declared. "What's your status?"

"All clear here too." Clint called back. "We're good to go."

Nat nodded, then looked back to see the retrieval team making its way towards the jet. She and Clint got to their feet, giving the team a once over.

"We're ready for take-off Captain." Clint informed him.

"Great." Cap replied. "Then let's get going."

The team piled into the ship, the two S.H.I.E.L.D. agents taking the pilot seats as the ship took off. As the Helicarrier disappeared into the distance, Cap's gaze drifted out the windows. His grip on his shield tightened visibly, something that didn't go unnoticed by Hank.

"You alright there, Captain?"

"Fine it's just…" Cap replied. "Back in my day when something flew this high, we didn't call it an airplane."

"What'd you call it?" Hank asked.

"... science fiction." Cap answered.

…

Rick walked about the helicarrier, his hands stuffed in the pockets of his hoodie as he whistled a random song that popped into his head. To the untrained eye, he would appear to be nothing more than a bored young adult. However, Rick's eyes were scanning every door he passed, and every agent that he caught sight of.

As he walked passed a door marked "Authorized Personnel Only", he watched as an agent swiped an I.D. card, unlocking the door. Rick let out a small curse, realizing that his self-imposed mission just got a little bit harder.

…

Captain America wasn't the only one suffering from aerophobia. Spidey kept tapping his fingers on his seat as they soared through the air, much to the annoyance of Iron Man.

"Ya mind knocking that off?" Tony asked.

"Sorry..." Spidey muttered. "It's just… usually jets are trying to kill me, kidnap me, destroy me, you know. This is my first time riding in one while not fighting for my life."

"Uh huh." Tony replied. "I've had my fair share of killer jets myself."

"Well, you can outfly them." Spidey quipped, falling back on his trademark snark. "Me, not so much."

"Right," Tony responded. "By the way, you need to work on your deflection."

Spidey looked over.

"That obvious, huh?"

"Kid, I'm a master of using humor to mask pain." Tony told him. "So, what's yours?"

"I… Uh…" Spidey tried. "It's personal."

"You don't have to go into specifics." Tony assured him before deciding to change the subject. "I've also noticed you haven't taken your mask off since you got here."

"Unlike you Mr. Stark, I don't have bodyguards or multimillion dollar suits to protect my friends and loved ones." Spidey replied, tugging at the side of his mask. "Just this piece of cotton."

"I've been meaning to ask about that," Tony spoke. "Where did you get that suit?"

Spidey paused for a moment, caught off guard by the question.

"I- I made it, actually." he explained.

"I can tell." Tony commented.

Spidey crossed his arms.

"Hey, not all of us can order high quality materials on a whim." He remarked. "I had to mow lawns for months to scrape up enough cash for the materials for this."

"Hey, I made my first suit from a box of junk in an Afghan cave." Tony retorted. "I know what it means to work with what you have."

Spidey looked at Tony as the man placed a hand on his shoulder.

"Tell you what, you let me play around with the design, maybe make a few modifications." Tony suggested. "I'm sure I could give you a much-needed upgrade."

"You- You'd do that?" Spidey responded, honestly caught off-guard.

"You seem like a good kid, and frankly, it would give me something to do." Tony replied nonchalantly.

"I-"

Before Spidey could answer, he felt an all too familiar buzzing going off in his head.

"Um, whoever's flying this thing, veer left now!" He shouted.

Clint took the web head's advice and veered left, just narrowly avoiding an oncoming missile. It exploded in the air beside the jet, but thankfully didn't cause any damage. Unfortunately, that buzzing returned not long after.

"Bank right!" He shouted again.

Clint did as he was told, once more narrowly avoiding getting blasted out of the sky.

"Nice call kid!" Clint called back.

"In front of us!" Spidey let out, pointing out the window.

Unfortunately, Clint couldn't move fast enough to avoid the third missile. It struck the jet, reducing the engine to scrap metal and sending it plummeting towards the ground.

"Well," Clint let out. "If any of you had lunch, you're about to lose it!"

"Stark!" Cap called out. "Think you can level us out?!"

"In a few minutes, you'll either know or won't care." Tony replied standing up.

Iron Man then opened the escape hatch, activating his suit and jumping out. Spider-Man took the opportunity to slap a fresh set of web fluid into his sprayers, aiming them at the ground.

"Let's hope I have enough."

He depressed the buttons, filling the cabin of the jet full of his fluid in hopes of cushioning their inevitable fall. Outside, Iron Man flew around to the front of the jet and pushed himself against it, in the hopes of lessening its crash.

"JARVIS, thrusters to max capacity, now!"

"Already on it sir."

Iron Man's thrusters fired at full power as the jet came closer and closer to the ground. Spidey emptied the last of his web fluid just seconds before they impacted. Thankfully, Iron Man's thrusters had lessened their descent to one that lacked the expected pyrotechnics. However, the jet did hit hard enough to buckle the metal chassis. Iron Man was sent flying into some trees as the jet skidded to a stop. Iron Man flew over, scanning the wreckage.

"JARVIS, signs of life. Quickly."

"All jet occupants showing signs of life."

"Good." Iron Man replied before using his built-in laser to cut a hole in the jet.

The metal then fell to the ground, revealing an almost solid mass of sticky white webbing molded into a large protective ball. Before Tony could do anything about it, a large knife suddenly pierced through it, sawing its way through. After cutting a hole big enough for someone to climb through, the knife disappeared, replaced with a gloved hand.

"Need a hand?" Tony asked, offering his own.

His hand was grabbed by Natasha as he pulled her out of the jet. Clint followed suit, then the Cap pushed himself out as well, reaching back in for his shield. Jan and Hank went tiny, easily hitching a ride on Spidey as he pulled up the rear.

"That went well." Spidey remarked as Hank and Jan leapt off him and grew to normal size.

"Safe to say they know we're here." Hank remarked, giving his suit a once over to ensure nothing was damaged.

"How'd you know those missiles were coming?" Cap questioned.

"Let's just say I have a 'sense' for these things." Spidey joked, dumping the empty cartridges and replacing them.

"What, like a spider sense?" Jan questioned.

"Pretty much." Spidey replied.

"As riveting as this conversation is, we can't afford to be caught standing around." Natasha informed the group.

"Right." Cap agreed. "Let's get moving."

With that, the group started moving in the direction of the HYDRA castle.

…

Rick walked onto the main deck of the Helicarrier, looking around like a tourist that had lost his way. He looked around, then finally landed eyes on Director Fury.

"Excuse me!" he called, walking towards the man. "Fury!"

Fury turned around to see Rick walking towards him.

"Can I help you Mr. Jones?" Fury asked.

"Yes, this place is bigger than half of the small towns I've been in, and I've been trying to find a bathroom for the past half hour." Rick answered. "Please, please, puh-lease tell me there's one nearby."

Fury just sighed in response.

"Down that hallway, third door on the right." Fury told him.

Rick placed both of his hands on Fury's shoulders, sighing in obvious relief.

"Thank you." he said, his voice breathy. "Seriously, thank you."

He hands slid down Fury's shirt as Rick turned and hurried out the door like a man on a mission. Once the doors closed behind him, Rick looked at his hand, where Fury's S.H.I.E.L.D. I.D. card now rested.

"You've been a tremendous help." Rick added, pocketing the card and disappearing down the hall.

...

 **Looks like things are getting heated up, and the teams up to a rocky start.**


	15. Hail HYDRA

_Chapter 15: Hail HYDRA_

With the jet down for the count, and only three members of their party with flight capacity, the trek towards the German castle quickly proved to be an arduous one. Spidey tried to make do by swinging from tree to tree, but the others were forced to trudge along through the forest.

"I hate to sound like that nagging kid on a road trip," Spidey spoke up. "But how much further until we get there?"

"According to JARVIS, the castle's another mile north east of us." Tony answered.

"Meaning we still have some ground to cover." Hawkeye let out. "Hey Ant-Man, think you could give us some of those bugs for transport?"

"Not a good idea." Ant-Man replied. "Tried using my growth formula on them once. Had to clean the lab for a week."

Spidey just shivered in response.

"Ew." he let out.

"Not to mention, the ants would probably eat you before letting you ride them." Janet added. "Not even I can ride them, just Hank."

"This, this is nothing." Cap remarked. "I've trekked through much worse terrain than this."

"Newsflash, Cap." Tony interjected. "This isn't Normandy on D-Day, and we're not exactly trained soldiers."

He paused, looking at Natasha and Clint.

"Okay, maybe a few of us are, but the majority are not." he amended.

"Maybe so," Cap admitted. "But right now, we're all that stands between HYDRA and global domination. I didn't let it happen back in the war, and I'll be damned if I let it happen now."

"You just gotta admire his dedication." Spidey remarked.

"As hokey as it can be at times." Clint jeered, earning an elbowing from Natasha.

Natasha held up a hand, signaling everyone to be quiet.

"Something's coming." she whispered.

Everyone tensed, the Cap turning to Spider-Man.

"You sense anything, kid?" he asked.

"Oh yeah." Spidey answered. "Something's definitely out there."

"Then stay sharp." Cap declared. "We can't afford to be caught off guard."

The group then proceeded further through the forest, each one on the lookout for anything resembling HYDRA forces. As they continued walking, Clint saw something out of the corner of his eye. Instinctively, he spun around, and fired an arrow at a nearby tree, hitting a HYDRA soldier and knocking him to the ground. The sound of him falling was like a gunshot, one that summoned the other HYDRA soldiers gathering around them. The other heroes readied themselves as the forces began to surround them.

"Well if this isn't HYDRA's base then whoever owns it is very security conscious." Iron Man remarked.

Natasha let off a quick shot, hitting one of the soldiers between the eyes.

"We have to push past them." she told everyone. "We're wasting time."

"Right!" Cap agreed tossing his shield at some HYDRA soldiers.

The shield bounced from soldier to soldier before returning to the Captain, who used it to block some incoming fire from another HYDRA soldier.

Wasp meanwhile was flying around the battlefield, zapping any bad guy unlucky enough to cross her path. Their body armor was thick, so she aimed for exposed areas like the neck and the hands. Luckily, that seemed to do the trick.

Spider-Man meanwhile was bouncing around, avoiding the fire being dealt from seemingly every direction. He fired two web lines at some of the soldier's guns and yanked them away, disarming them. He then crossed his arms as he shot two more webs at the soldiers and yanked them together, effectively knocking them out. Before he could do anything else, his spider sense went off again, warning him of oncoming fire from behind. He quickly jumped into the air, avoiding the shots.

"Yeesh, these guys are good." Spidey admitted, as he landed in a tree. "Were they always like this in the 40's, Cap?"

"No." Cap replied with a smirk. "It was much worse."

"Well what do you know." Iron Man remarked as he continued blasting soldiers. "Captain America has a sense of humor."

While several HYDRA soldiers were trying to shoot at Iron Man, they seemed to be dropping to the ground one by one. They were being taken down, a small insect buzzed through the vision of the heroes. It was soon followed by another, then several other. Pretty soon, many of the HYDRA soldiers began to vanish under wriggling blankets of brown and red. They attempted to bat away the ever-growing wriggling mass, but more just kept coming. The other heroes just stood there as the HYDRA soldiers fell to the ground in pain and abject terror. Just then, Ant-Man grew to normal size right in front of them.

"Well, that will be bugging them for a while." Spidey remarked.

Jan grew to full size, immediately face palming at Spidey's bad pun.

"Did you seriously just say that?" she groaned.

"What?" Spidey asked. "Jokes are my thing."

"Um, not that this conversation isn't riveting," Ant-Man interjected. "But don't we have a job to do?"

"Dr. Pym is right." Captain declared. "Let's keep moving."

…

Agent Hill walked onto the bridge of the Helicarrier, approaching Fury.

"Sir, we've detected an unauthorized breach in our network security." she informed him.

"A breach?" Fury questioned. "From where?"

"We're working on isolating the signal, but I think I have a pretty good idea of who's responsible."

"Stark." Fury guessed. "Get our computer boys to work trying to undo whatever kind of program he uploaded into our system."

"Yes sir." Hill replied before pausing, squinting at Fury. "Sir, where's your ID card?"

He patted his shirt, finding his id hook empty.

"Jones..." he muttered. "Hill, find Rick Jones ASAP. I don't like the idea of him snooping around on my ship."

…

Elsewhere on the ship, Rick Jones walked down the halls of the Helicarrier, glancing in the windows of rooms. In the glass, he could make out a S.H.I.E.L.D. agent doing their best to remain discrete.

"Fury must have caught on." Rick muttered. "Damn."

Trying to figure out how to get Fury's flunkies off his tail, a thought entered his mind, and he didn't like it. Unfortunately, it was the only idea he had, and time was running out. He pulled out a disposable cell phone he'd picked up in the last town, dialing the number for one Bruce had in his possessed.

"Bruce." he texted. "I need you to do something for me."

 _"You're not suggesting what I think you're suggesting are you?"_ Bruce asked.

"You don't have to actually do it, just pretend." Rick replied. "Just smash some stuff and yell. Please."

 _… alright."_ Bruce relented.

Rick quickly stowed his phone, then waited. After a minute, there was a distant crashing noise, followed by a pained yell. Rick's eyes went wide, and he turned around, grabbing his tailing Agent.

"Did you hear that?" Rick stammered.

"What was that?" the agent asked.

"It's the big guy." Rick told him. "I think he's losing it. He's never done well in confined spaces, and I think he's finally snapped. You need to get everyone away from this area as quickly as possible unless you want them smashed!"

"Uh… right." the Agent responded before reaching for his radio. "Attention all agents, we have a possible code: green on deck 13. Repeat, possible code green on deck 13. All available agents converge!"

With that, the agent took off, leaving Rick alone to do what he does best. He reached the door marked Restricted Access, swiping Fury's card and making his way inside.

"Let's see what skeletons lurk in your closet, Fury."

…

Back with the heroes, they finally reached the castle.

"So… think we should just knock?" Spidey asked.

"Not a bad idea." Iron Man replied, arming a wrist rocket.

Cap help up a hand in protest.

"Perhaps something a little quieter." he suggested.

He then walked up to the doors and bashed them open with his shield.

"Oh yeah, that was much quieter." Iron Man remarked as his missile retracted back into his arm.

"Quieter than a tank missile." Jan jeered, shrinking and flying inside.

Tony just shrugged as he followed inside as well.

"Spider-Man, take point." Cap instructed. "Your spider sense will give us a heads up on anything coming our way."

"Aye-aye captain." Spidey saluted before leaping to the ceiling.

"Stark, got a flashlight on that fancy suit of yours?" Cap asked.

Iron Man just activated a light on his arc reactor, lighting the way for the rest of them.

"Anything that suit of yours doesn't have?" Jan questioned.

"I'm actually working on adding a popcorn maker soon." Tony joked.

Spidey went to comment, then felt his Spidey senses go off like an alarm, nearly knocking him off the roof.

"Guys, something's coming." he told them. "Something big."

"Where is it?" Cap asked as he and the others took position.

The walls fell in revealing several large, green, robotic soldiers. They easily towered over the group and were armed to the teeth with weapons that could easily reduce them all to ash.

"There they are" Spidey told them.

"HYDRA doesn't like to mess around, do they?" Clint commented.

"Doesn't matter." Cap spoke up. "Take them down!"

The heroes moved out to take the robots down. Nat and Clint were immediately at each other's backs, shooting arrows and bullets at the various robots. Clint fired an explosive arrow at the head of one robot, taking it down. Nat double tapped another in between the eyes before replacing her clip and training on another.

"These things weren't in the HYDRA database." she remarked as she took down another.

"Well they certainly know how to keep you on your toes." Clint commented.

"Is it just me, or do these weapons seem a little familiar?" Spidey asked as he webbed up one to the ground.

"Hmm… maybe," Iron Man pondered. "JARVIS, scan these things. Find out what we're up against."

Wasp continued flying around the battlefield unleashing her bio-stings on the robots, but they seemed to be having minimal effect.

"I can't even put a dent in these things." she exclaimed. "What are they made out of, adamantium?"

"I don't know," Ant-Man replied, leaping off pieces of debris towards one of the robots.

He tried leaping and punching at it, but the robot just swatted him away. As the robot was about to breath fire on him, Wasp flew in, catching him, and flying out of the way of the stream of fire.

"Thanks for the save." Ant-Man told her.

"Can't exactly let my boyfriend burned to a crisp, now can I?" she replied before looking over at Tony. "Tell me you know what we're dealing with!"

"Working on it," Iron Man replied, holding back one of the robot's drill arms.

"Scan complete sir."

"Finally!"

"The Robots are classified as HYDRA Dreadnaughts. However, several of their base shields and weapon systems are derived from Stark Industries technology."

That threw Tony for a loop.

"What?!" he exclaimed. "HYDRA is using my tech?!"

"That would be a just assessment, sir." JARVIS replied with a hint of sarcasm to his mechanized voice.

"Keep your head in the game, Stark!" Cap replied, whacking a Dreadnaught with his shield.

"HYDRA stole my tech!" Iron Man shouted in disgust, blasting one in the chest. "I am getting sick and tired of the bad guys using my tech against me!"

Janet flew over to Hank, a serious look on her face.

"We need to get through their armor." she declared.

"Way ahead of you." Hank agreed, shrinking down to size.

He then landed on the arm of a Dreadnaught and made his way inside. Jan quickly followed suit, entering the Dreadnaught as well. The two then proceeded smashing and blasting the internal wiring and circuits. Their internal sabotage was doing all the damage Jan's blasts failed to do to the armor, and soon, the dreadnaught was complete short circuiting, sparking about before dying all together.

"One down..." Jan began. "God knows how many to go."

"We need to take these things down, now!" Clint declared.

"Way ahead of you." Iron Man called out. "JARVIS, electromagnetic pulse!"

"Powering up, sir." JARVIS declared.

"Wait, stop-!" Hank shouted.

Before Hank could finish, Iron Man unleashed a powerful EMP blast, one that completely shorted out all the Dreadnoughts surrounded them. Unfortunately, it also shorted out all the tech in its path, including Jan and Hank's suits. The Dreadnoughts fell as both Jan and Hank crawled out. Almost immediately, Jan turned to Iron Man and began screaming at him. Unfortunately, because the microphone in her ear piece had been shorted out, all Tony heard was a barely audible squeaking sound.

"Jan, I can't hear you." Tony informed her.

Jan growled in fury before Hank took out some special blue disks. He hit Jan with one before hitting himself, growing them both back to normal size. The second she was full sized, she approached Tony.

"JARVIS, lift his visor for me." she requested.

Before Tony could cancel the command, JARVIS lifted the visor, allowing Jan to punch Tony in the face. Hank let out a wince and Nat let out a whistle.

"Nice punch." she complimented.

"Do you have any idea what you did?!" Jan screamed. "You shorted out our suits! Had Hank not had the reverse Pym particle disks-"

"You're absolutely right." Tony interrupted, rubbing his smarting face. "Sorry I saved our lives."

Jan was fully prepared to punch him again, but Hank held her back and Tony quickly snapped his visor back on.

"Let's keep moving, shall we?" Hank suggested.

Jan took a deep breath, then freed herself from Hank's grip.

"Fine." she declared. "The sooner we get this mission done, the sooner we can go back to the lab."

The two size changing heroes walked off as Clint walked up to Tony.

"Yikes, whatcha do to get her so pissed at you?" He asked.

"It was a long time ago, and frankly, I was too drunk to be fully cognizant of my actions." Tony replied curtly.

Clint nodded.

"Gotcha."

…

Deeper in the facility, Baron Von Strucker stood over Tesseract, eying the power level readings with a hungry gleam.

"Ah Red Skull," Strucker mused out loud. "If only you could be here now to witness HYDRA's resurgence to power."

About that time, the lights in the lab began to flicker. They shut off for a split second, only to be turned back on as the generators kicked in. Strucker's eyes narrowed a bit, knowing all too well what that meant.

"It would seem we have company." Strucker observed.

At that moment, one of the doors blew open, unveiling the heroes as they burst in.

"Strucker!" Cap yelled. "It's over!"

"Ah, Captain America." Strucker declared, turning towards the group with a smile. "I vas vondering vhen you vere going to make an appearance. I vouldn't vant you to miss the rebirth of HYDRA."

"HYDRA's going down." he told him. "Just like it always has."

"Oh Captain…" Strucker said with a shake of his head. "Do you not realize it? HYDRA will never fall. Cut off one head, and two will take its place!"

"Yeah we've heard the mantra." Clint remarked.

"And it vill be the last thing you ever hear." Strucker declared. "KILL THEM ALL!"

The heroes braced themselves as large, mechanized soldiers began closing in on them. Many were the Dreadnoughts that the group had dealt with earlier, but others were much smaller, and packing machinery that held an ominous blue glow to it. Cap recognized the weapons easily, having seen them line the walls of the Red Skull's ship before it went under.

"Looks like you borrowed a few pages from Skull's book." Cap noted.

"He vas ze greatest HYDRA had to offer, and one should alvays learn from ze past." Strucker remarked. "Vhich is vhy I vill not merely let you fall into ze Arctic!"

"We'll see about that." Cap remarked before throwing his shield. "Take 'em down!"

The shield bounced from soldier to soldier, taking them out with relative ease. Iron Man was quick to unleash his repulsor blasts on the soldiers.

"Quick question Strucker," Iron Man spoke up. "How'd you get your claws on my tech?"

"An old friend of yours vas kind enough to lend me ze schematics." Strucker replied, "Perhaps you remember Obadiah Stane?"

"Stane." Stark cursed. "JARVIS remind me to add him to my list of people to take down."

"Before or after Whiplash?" JARVIS questioned.

"Before him, but after Mandarin." Stark replied.

"Man Stark, how many enemies do you have?" Spidey asked, webbing up several HYDRA goons.

"You're one to talk, underoos." Tony replied. "Or would you rather we talked further over coffee with Green Goblin and Doc Ock?"

"Touché." Spidey relented.

Meanwhile, Hank and Jan were working relentlessly to try and reboot their suits. While they did that, Nat and Clint watched their backs, keeping HYDRA off their tails.

"Damn it Stark." Wasp cursed. "He just couldn't wait for us to get clear, could he?"

"Have you met Tony?" Hank asked. "He and impulsive are like brothers."

"Still, you would think spending months in an Afghan cave would have helped him level out." She quipped. "If anything, I think it made him worse."

As they were talking, an arrow whizzed past them, hitting a dreadnought in the head. The robot paused for a second as Clint smirked.

"Tick, tick, boom." he declared.

The arrow ticked twice, then promptly exploded, decimating the bot's head. As the robot fell, power was restored to Hank's suit. Jan's followed suit not long after.

"Finally!" she exclaimed. "I was getting sick of sitting on the sidelines."

"Then let's get in there!" Hank declared, shrinking down to size.

The two pint-sized powerhouses moved into the battle, punching out and blasting every bad guy they met. Spider-Man, meanwhile, had jumped on top of one of the dreadnoughts. He webbed hold of its drill arm, and pulled it into its face, destroying it. Spidey leapt off the robot to the ground as the robot lumbered over to the ground.

"They just don't make giant evil robots like they used to." Spidey quipped.

"Eyes on the prize, kid!" Tony shouted. "If you have time to joke, you have time to shoot!"

"I'd expect you of all people to appreciate the fine art of multitasking." Spidey replied, webbing a HYDRA soldier in the face.

"Sorry if these megalomaniacs stealing my tech put a damper on my mood." Tony snapped.

"Ignore him kid." Clint told him, letting loose one arrow after another. "He's just a little particular when it comes to bad guys using his stuff."

"Well, if it's his tech, why doesn't he take control of it?" Spidey questioned. "He made it, didn't he?"

"It doesn't work that way, kid." Hank informed him, delivering a punch to a HYDRA soldier. "HYDRA still built it, they just used his plans."

"And they've made some serious upgrades with the Cosmic cube!" Jan added, narrowly avoiding a deadly arc of blue light.

"It was a suggestion." Spidey mumbled.

"I'm going after Strucker!" Cap told then, smacking away a soldier with his shield. "Can you guys handle this?!"

"We've got this, Captain." Natasha declared, twisting around to deliver a kick to a soldier while shooting another. "Take him down."

Cap nodded as he went after Strucker, who had sealed himself and the cube in an armored room after the fight broke out. The door was several inches thick, and the locking mechanism had long since been destroyed. Thinking of a way in, Cap took note of the deep gouges left in the walls by the HYDRA weapons. He quickly grabbed one from a fallen soldier, aiming it at the door.

"Let's hope this works." he said to himself as he took aim at the door.

He let loose with the weapon, aiming it at the hinges of the door. His plan worked, and the door fell to the ground. He discarded the weapon and ran into the room. Once he entered, he came face to face with Strucker, who had the Tesseract on a pedestal behind him.

"I suppose it vas vishful thinking zat ze door vould hold." Strucker mused.

"As much wishful thinking as it is for me to hope you'll just surrender." Cap retorted.

Strucker just gave a nod, flexing the claws of his deadly gauntlet.

"Zis day, I finish vat ze Red Skull started over 70 years ago." He declared. "Today, I kill Captain America!"

Strucker then ran forward and tried to punch him with his gauntlet, but Cap brought up his shield to block it. Cap then tried punching him, but Strucker just ducked under it. Strucker then used his other hand to punch him in the gut, causing Cap to stumble back. Strucker then drew a pistol and tried shooting Cap with it. Cap held up his shield to block the shots before throwing his shield at him, knocking the gun out of his hands. Strucker then ran forward and struck Cap in the face and gut repeatedly before trying to grab Cap's face with his gauntlet. Cap quickly grabbed the claw before it made contact. Cap struggled to keep the claw away from him as Strucker tried to get free of Cap's grasp. As Cap continued to hold them back, Cap's shield kept bouncing around the room until it came close to him. Cap quickly grabbed the shield and jammed it in one of the joints of the claw. With a heavy shove, he used it to slice Strucker's claw hard enough to cut it off. Strucker stumbled back, howling in both pain and fury. By the time he recovered, he barely had time to blink before Cap smacked Strucker with the shield, knocking him out.

"70 years in the future," Cap noted. "Still barely puts up a challenge."

He turned back to the hole he'd carved, back out to the fight.

"Guys I got Strucker!" he called out.

"We're just wrapping up here!" Spidey replied, webbing the last of the HYDRA goons to the wall with a snort. "Never gets old."

"Tell me kid," Clint began to ask, leaning against a fallen dreadnought as he jammed an arrow into its eye. "Do you ever cut it with the lame jokes?"

"I'm sorry no." Spidey replied. "My fans expect a certain number of quippage in every battle. I can't very well let them down, now can I?"

"What fans?" Natasha questioned. "I thought half of Queens hated you, and the other half wasn't too keen on you either."

Spidey placed a hand on his chest in mock pain.

"You wound me." he joked. "And here I thought us spiders had to stick together."

Janet flew over to the pedestal holding the Tesseract, looking at it curiously.

"So… any idea on how we're going to get this back to Fury?" she asked.

"Jan's right." Tony noted. "All research indicates direct contact with the Cube is like sticking a fork in a light socket."

"I may have an idea." Spidey suggested.

"What?" Clint asked. "Wrap it up in a web?"

Spidey then put in fresh capsules of web fluid, shooting the cube with enough of it to fully cocoon it in a protective, if a bit sticky, pod. He finished it off, crossing his arms and turning to Clint.

"As a matter of fact, yes." Spidey said, his grin practically visible under his mask.

"... I hate you." Clint let out.

…

Fury and Hill were both waiting on the main deck as a commandeered HYDRA plane made its way towards the Helicarrier. It was followed by Tony, Ant-Man, and Wasp. They all landed, the hatch opening so the Cap, Nat, Clint, and Spidey could all climb out, the first of them carrying the cocoon containing the Cube.

"Mission accomplished." Cap reported.

"Excellent work." Fury congratulated before turning to Tony. "Now that the mission is over, I think it's time for Mr. Stark and I to have a talk about his unauthorized dive into S.H.I.E.L. D's secure files."

"Actually," Rick's voice called out from behind Fury. "I've got a few questions to ask first."

Everyone turned to see Rick and Bruce approaching, the latter looking less than thrilled, though thankfully not green. Rick was carrying a large suitcase, one he dropped hard on the ground and opened.

"Like why does S.H.I.E.L.D. has leftover WWII HYDRA weapons in its back storage?" he questioned.

The others looked in the box and saw a weapon that was almost exactly like the ones that HYDRA had just used to try and kill them with. Fury looked at the box, then over at Rick. Rick held up his ID, tossing it at the Director.

"You dropped this." Rick told him coldly.

"...Thanks." Fury replied angrily.

"Fury," Cap spoke up. "Tell me that S.H.I.E.L.D. wouldn't stoop as low as to use the cube to make weapons?"

"Captain, we grabbed everything related to the Tesseract for research." Fury told him. "This does not mean that we are-"

"Hold that thought Nick." Tony spoke up, even holding up a finger as several files flickered onto the screen of his visor. "I believe my decryption program has just finished…. Looks like an arsenal to me."

"You were going to use the Cube to make weapons?!" Jan exclaimed.

"Did you two know about this?" Hank asked, turning to Clint and Natasha.

"As a matter of fact, we didn't." Natasha replied. "We knew S.H.I.E.L.D had plans for the Cube, but knowledge of what those plans were was restricted for Level 10 Agents."

"We're barely Level 6's" Clint added for clarification.

"Well that's comforting." Spidey let out sarcastically.

"Whether they knew or not," Banner spoke up, getting them back on track. "I think I'd really like to know why S.H.I.E.L.D. is using the Tesseract to build weapons of mass destruction."

"I agree." Hank chimed in. "This could be used to benefit mankind. Why would you think to use it the same way HYDRA would?"

Fury looked at all the various heroes, then took a deep breath to steady himself and swallow his ever-growing anger.

"Approximately a year ago, Agent Coulson responded to a 0-8-4 out in a small New Mexico town." Fury began. "That 0-8-4 turned out to be the precursor of a much greater threat. A high powered, alien suit of armor that nearly leveled the town if not for… outside assistance."

Spidey, Cap and Hank instinctively looked over at Tony.

"Hey, it wasn't one of mine." Tony insisted.

"No, it wasn't." Fury agreed. "It was something from, what I can only describe as another realm. Two days later, the small town I mentioned was nearly wiped off the map. That's when we came to realize that not only are we not alone in this universe, but we are hopelessly… nah, hilariously, outgunned."

"So, you decided you needed to fight fire with fire?" Spidey asked. "Um, do the words 'Cold War' ring any bells, or am I the only one who didn't sleep through that part of History class?"

"The kids right." Tony agreed. "Take it from someone who knows, if you start making high powered weapons, the enemies will retaliate with bigger and badder weapons."

"This coming from the man who wanted to rid the world of weapons by building a super suit with more weaponry than most of the US Military." Fury snapped.

"At least he had the guts to come forward about who and what he was." Cap retorted.

Tony looked towards Cap in surprise, not expecting defense from him of all people. He quickly recovered from it, returning his attention to Fury.

"You know, I was wrong before." Cap commented, dropping the cocoon. "The world hasn't changed a bit."

With that, Cap walked back inside the Helicarrier. The other heroes followed suit, leaving Fury and Hill alone on the deck. Hill looked down at the cocoon, picking it up.

"That went about as well as expected." she declared, looking up at the Director. "So, what now?"

"Now?" Fury replied. "Now we need to learn how to extract the Cube's energy."

"You know there are only two people who could possibly help us, and one will not exactly be pleased." Hill reminded him. "The other will probably kill whomever you send."

"True, but what choice do we have?" Fury asked.

...

 **Merry Christmas everyone!**


	16. Code:Green

**How's this for a Christmas present? Two chapters in one day! hope you've been enjoying the story so far and I hope you continue to enjoy it going forward. anyway, on with the show!**

 _..._

 _Chapter 16: Code Green_

 _New Mexico._

Dr. Jane Foster sat at her desk in her lab, bent over an overflowing notebook that contained all her life's work. At the moment, she was sketching out what appeared to be a large tree, with a planet connected to each branch and root. As she put the finishing touches on a planet labeled "nidavelir", Dr. Donald Blake approached her, looking over her shoulder.

"I think I got it right this time." Jane told him, finishing off her sketch before sliding the book towards him. "I even attempted to add the Midgard Serpent."

Blake looked over the notebook, visibly pleased by the results.

"Very nice." he complimented. "Except, nidavelir is over here."

He pointed to its proper spot on Jane's map, eliciting a groan from her. She grabbed a worn-down eraser, beginning her work on clearing the page once again.

"Well, maybe the seventeenth time's the charm." she remarked.

"You are getting better." he encouraged. "Not every mortal can say they've charted the nine realms."

"Maybe it would be easier if I actually saw them." she tried, giving Blake a small smile. "I mean, I've seen Asgard, but I don't think it counts, considering you only took me up there to get that… thing out of me."

"I recall." Blake recollected. "That was quite the ordeal."

"I'm just glad Odin was able to remove it without too much difficulty." Jane commented. "Though I still can't get the look that Sif kept giving me. I swear she hates my guts."

"I doubt that, though maybe a bit… jealous."

"Jealous?" Jane repeated. "She's an Asgardian warrior, and I'm just-"

"The woman who won the heart of the God of Thunder." Agent Coulson's voice interrupted.

Both Jane and Donald turned to see Agent Coulson standing in the doorway. Jane's smile fell, and Donald's eyes narrowed.

"Son of Coul." he greeted with a small nod. "To what do we owe the pleasure?"

"And can you please learn to knock?" Jane insisted.

"Sorry." Coulson apologized. "Old habits die hard."

"What are you doing here?" Donald insisted.

"S.H.I.E.L.D. requires your assistance in a matter of National security." Coulson informed them, handing Jane a file on Project Rebirth.

Jane took the file, opening it up. She let out a gasp, tapping Donald on the shoulder and pointing to the picture in the file.

"The Tesseract?" Donald let out. "How did you get a hold of this?!"

"It was recovered from the Arctic ocean days ago, and recently acquired by S.H.I.E.L.D." Coulson explained. "We want you and Dr. Foster to come examine it."

"The Tesseract belongs in Asgard!" Donald insisted. "It is not for the hands of mortal men!"

"He's right!" Jane added. "You've seen what Asgardian technology can do in the wrong hands!"

"Which is why we're calling you two in." Coulson replied. "And I give you my word that once S.H.I.E.L.D gets what it wants, you are free to return the Cube to Asgard."

Donald and Jane exchanged glances, neither of them trusting Coulson's word.

"You know he's lying through his teeth, right?" Jane whispered.

"I just assumed all Midgardian agencies do that." Donald replied.

Jane went to disagree but found herself unable to. She sighed, then returned her gaze to Donald.

"Lying or not, if we don't go and investigate the Tesseract, then S.H.I.E.L.D will just call in someone else. Someone who won't be as careful as us."

Donald let out a sigh of defeat.

"You have a point." he relented before turning to Coulson. "Very well son of Coul, we will aid you. But as soon as you get what you need, the Tesseract returns to Asgard."

"Fair enough." Coulson allowed before turning towards the door. "Do you require a lift to New York, or are you covered in that department?"

"We will accept your offer for a ride." Donald replied, grabbing an umbrella off a hook. "Lead us to your vessel."

…

Unbeknownst to Jane, Donald, or even Coulson, a fourth person was watching their conversation with great interest. Sealed in an icy prison deep in the heart of Jotenheim, Loki Laufeyson watched the proceedings in the shimmering wall of his cell, a smile on his face.

"So, the Tesseract has come to earth." he mused. "This might just what I need to escape this accursed prison."

With a wave of his hand, he dispelled the image of his brother and his mortal allies.

"Now, all I need is a pawn..." he mused. "Someone that can handle the Tesseract's raw power…"

He summoned up another shimmering image, this one showing a small tavern on the outskirts of Pennsylvania. Inside, a lone man sat at the bar, several empty bottles surrounding him. He was a very scruffy man, and he gave off the aura of a wild animal rather than a man. Loki smiled at the prospect.

"Perfect. Now that… will do quite nicely."

…

Logan finished off the last of his beer, slamming the empty bottle n the counter hard enough to rattle the others.

"Another." he grumbled.

"That's like your tenth man." the bartender informed him. "Think it might be time to cut you off."

Logan lifted his fist, his claws coming out with a loud sliding noise.

"Cut me off, I cut off your hand." he threatened.

The barkeep gulped hard, sliding another beer towards Logan. The claws went back in as he claimed his beer, taking a gulp. As he did this, the barkeep felt a tap on his shoulder. He turned to see a tall man with shoulder length black hair in a shimmering black and green suit.

"Why don't you go take a break?" the man suggested.

The barkeep nodded, making a run for the door as the man approached Logan. He leaned on an intricate cane, giving Logan a smile.

"Want another?" he offered.

"Keep 'em coming." Logan replied.

"Of course." the man replied. "Though in return, I was hoping you could help me with a little… project I am working on."

Logan just downed his drink and slammed his glass on the counter.

"I don't help anyone anymore."

"Well that is a shame…" the man let out. "I was so hoping to do things the easy way."

Logan looked up in surprise.

"What do you mean by-"

Before he could finish, the man pressed the end of his cane onto Logan's chest. A strange, blue light began to travel from the tip of the cane, through Logan's body, before gathering in his eyes. It turned his eyes a bright blue as his posture straightened.

"But of course, this will have to do." the man mused, lowering the cane. "You will go to a high security research facility and obtain something for me."

"Name it." Logan requested.

The man smiled at the way things were turning out.

…

Back on the Helicarrier, Spider-Man was preparing to return to New York City. A large thunderstorm had begun to gather, and if he didn't leave immediately, he would end up stranded in whatever facility the Helicarrier disembarked on.

"So, you're heading back to New York?" Cap asked, walking up to him.

"Yup." Spidey confirmed. "Back to my mundane life of chasing muggers and catching up on homework."

"Sounds fun." Cap commented before offering his hand. "It was a pleasure working with you, Spider-Man."

"I think I should be saying that." Spidey replied, shaking his hand. "But saying Captain America, not Spider-Man."

"You got heart kid." Cap told him. "I can see you being a pretty great hero someday."

Under his mask, Spidey couldn't help but smile at Cap's words.

"Thanks Cap." he told him. "That means a lot."

Up in the cockpit of a nearby helicopter, Agent Hill let out a whistle.

"Let's go kid!" she shouted. "This storm's only gonna get worse!"

"Coming!" Spidey called out. "Hope to team up again sometime Cap!"

He climbed into the helicopter, closing the door as it took off into the ever-darkening sky. Cap watched the copter disappear, his face hardening. He couldn't help but feel that the storm to come was just an omen, one that spelled disaster for everyone.

…

At the S.H.I.E.L.D. research facility, Fury watched as a research team escorted the Cube, now fully freed of Spider-Man's webbing, to one of the labs. The heroes watched it as well, none of them thrilled with how things had turned out.

"You know, if I didn't think I'd be shot on sight, or worse, I'd steal that Cube and toss it back in the arctic." Jan muttered.

"Same, but there's nothing we can do about it now." Hank lamented.

"Well, there is one thing we can do." Tony offered. "Fury called in a pair of specialists to examine the Cube. The least we can do is let them in on what's really going on."

"Right." Hank agreed.

About that time, another helicopter made its way towards the base. Everyone turned, shielding themselves from the wind and blowing rain as it landed. As the engines died, Agent Coulson jumped out, opening the side door. The first to emerge was Dr. Donald Blake, who stepped into the rain with a serious expression on his face. Ironically, he was holding an umbrella in his hand, but made no moves to open it.

"Whoa… Who is that?" Jan questioned, eying Donald approvingly.

"That is Dr. Donald Blake." Hank supplied, giving Jan a weary glance. "He's a recent addition of the scientific community. Apparently, he's Scandinavian."

Jan let out a whistle, watching as Donald offered a hand to Dr. Jane Foster. Hank shot her a crude glance. She slid out of the copter, immediately leaning into Donald as he wrapped an arm around her protectively. Still, he made no moves to open his umbrella.

"And that's Jane Foster." Hank added. "Her work on trans dimensional physics and the Einstein Rosen Bridge has skyrocketed in the past year. She's been stationed out in New Mexico for a while now."

"Well then, I think it's time for us to talk shop with the good doctors." Tony suggested.

"Speaking of, where's Banner and Rick?" Cap questioned.

"Down in the garage, waiting for the storm to pass." Jan supplied. "Rick said it would be wise if everyone gives them a wide berth. Apparently, Banner's a little upset about what happened."

"Who isn't?" Hank replied.

…

Jane and Donald stared at the Tesseract, the former eager to examine it, even with the tense circumstances. Donald was still trying to quell his temper, gripping his umbrella so tightly his knuckles were white.

"The power readings the cube is putting out is absolutely amazing." Jane said softly, scribbling in her notebook. "This could power the entire world for… well, ever."

"What concerns me is what Fury would seek to power with it." Donald shared.

"You know we were just thinking the same thing." Tony mused from behind.

Both Jane and Donald turned as Tony, Janet, Hank, and Steve all made their way into the lab.

"Hi." Jane greeted, closing her notebook. "Can we help you?"

"Actually, we were hoping to help you." Tony told her.

"I fail to see how you can." Donald replied before Jane placed a hand on his chest.

"Excuse him." she informed the group. "He's… not from around here."

"Right." Tony let out.

"Look," Hank spoke up. "We came to tell you that Fury has ulterior intentions with the Cube."

"We are already well aware of the dishonesty that has taken root inside of this S.H.I.E.L.D." Donald remarked.

"I'm guessing you've had previous dealings with S.H.I.E.L.D before." Steve noted.

"That we have." Jane replied with a nod. "Though we couldn't exactly turn down a chance to take a look at one of the Jewels of Odin's treasure chamber."

There was a brief pause, then Tony shook his head.

"I'm sorry… what?" Tony let out.

"The Tesseract..." Jane replied, gesturing to the Cube. "You know, the heart of the Casket of Ancient Winters. Laufey's all powerful weapon against Odin."

Once again, there was a pause. Tony then turned towards Hank with a confused look.

"Yeah… How long has she been baking in the New Mexico sun?" he asked.

Donald glared at Tony, pointing his umbrella at him in a threatening gesture.

"You best watch your words." He threatened.

Jane immediately got in between Tony and Donald.

"Easy Donald, it's okay." she insisted. "You remember how Erik and I were when we first learned this stuff."

Donald paused, then lowered his umbrella. Jane let out a sigh of relief, then Janet stepped forward.

"You know, I'm kinda curious about the whole Odin thing now." she commented, hoping to diffuse the situation. "Mind telling the story?"

"Well, I think Donald is more fit to-" Jane began.

"Actually, I rather enjoy when you tell the story." Donald interjected, giving her a nod.

Jane blinked, then turned towards the Cube.

"Alright then." she declared, taking a deep breath before beginning the story. "Over 1000 years ago, Laufey, the King of the Frost Giants, waged war against Odin Allfather, the King of Asgard and Ruler of the Nine Realms. He came to Midgard, or Earth as we call it, planning to lay siege to it first. He brought with him his most powerful weapon, the Casket of Ancient Winters, which plunged the land we know as Scandinavia into ice."

"And the Tesseract?" Steve asked.

"It was the Casket's power source." Jane explained. "More than that, it was the doorway that Laufey used to bring himself and the Frost Giants to our world. Of course, even with it, the Frost Giants stood no chance against the might of Asgard. Laufey fell, and the Casket was seized by Odin. To ensure that the Casket could never be used by any being ever again, Odin tore the Tesseract from it, tossing it into the Bifrost to be lost to the cosmos."

"Huh...wow." Hank remarked.

"Yeah that's a nice little fairy tale." Tony remarked.

"I don't know…" Steve challenged. "Red Skull said the same thing to me back in 1945."

"All legends ring with truth." Donald remarked, adjusting his grip on his umbrella. "And the power that the Tesseract holds… no mortal man should wield it."

"Right." Tony agreed.

…

Down in the garage, Rick was sitting on the ground with a deck of cards playing a game of solitaire with himself. Bruce was pacing around, full of nervous energy.

"Hey Bruce, why don't you come play a game with me?" Rick offered. "You're just agitating yourself, and neither of us want that."

"Sorry," Bruce apologized. "I just want this storm to end so we can get out of here."

"You and me both." Rick agreed. "I'm sick of spies, liars, and feeling like we can't trust anyone… well, more than usual."

Before Bruce could reply, there was a loud knock at the door of the garage. Rick perked up in confusion.

"Who in their right mind would be out in this weather?" he questioned.

"I have no idea." Bruce replied.

Rick set down his cards, standing up and straightening his back.

"Maybe it's Spider-Man." Rick guessed. "He did try to hear out earlier, but maybe the storm got too bad."

He unlocked the door, coming face to face with a fully costumed Wolverine.

"What the-" Rick tried to let out.

Before he could finish, Wolverine punched Rick to the ground. Seeing his friend fall, Bruce let out a shout of surprise.

"Rick!"

Wolverine turned to Bruce, unsheathing his claws. Bruce ran to help Rick, only to be intercepted by Wolverine. The claws punctured Bruce's stomach, stopping the doctor dead in his tracks. Rick, who was just working on getting back on his feet, let out a gasp when he saw Bruce.

"No!" he screamed.

Rather than fall like Wolverine expected, Bruce began to shake. His slim form began to fill out, splitting the seams on his shirt and stretching the elastic on his pants to the max. His skin turned green, and his horrified grimace became a furious snarl.

"Oh no… Not now..." Rick let out.

The once meager Bruce Banner now towered over Rick and Wolverine as the unstoppable behemoth he had transformed into, the Incredible Hulk. Hulk let out a roar of unbridled anger before trying to smash Wolverine. Wolverine just jumped out of the way of the large fists and slashed at Hulk's chest, causing the big guy to cry out even more.

While the two battled it out, Rick grabbed a paging phone, slamming down the call button in a panic.

"Code green in the garage!" he screamed. "Get the hell out the building! We have a code green in the garage! This is not a drill people, move it!"

…

Back in the lab, Rick's panicked call came over the speakers. Not long after, an alarm began blaring with a mechanical voice calling for a full evacuation.

"The Hulk's loose?" Hank let out. "How is that possible?"

"We better go make sure the big guy doesn't destroy too much of the building." Tony remarked, sliding his visor back down over his face.

"Right." Cap agreed, slinging his shield onto his back. "Let's move."

The heroes all exited the lab, leaving Jane and Donald alone. They shared a silent nod, then followed suit.

…

Rick crouched behind a jeep, watching as Hulk and Wolverine kept at it. The big guy had managed to toss the mad mutant into the ground hard and was about to bring a jet down on top of him. Before he could though, a repulsor blast from Iron Man caused him to back up a bit and drop it.

"Okay big guy, I think you've had enough excitement for one day." Tony told him.

"Mr. Stark, move!" Rick warned.

Tony didn't even have time to blink before Hulk jumped at Tony, grabbing him by his legs. Hulk then slammed Tony into the ground repeatedly before letting go. Hulk raised his arms about to bring them down on him, but Cap leapt at Hulk, knocking him in the head with his shield. Hulk turned around to see Cap landing on the ground, ready to go again.

"Leave them alone!" Cap called out. "Fight me Hulk!"

"Are you insane?!" Rick screamed. "He'll kill you!"

Hulk roared at the captain before charging at him. Cap ran towards him and shoved his shield at his legs, causing the massive monster to flip over onto his back. As Cap turned around, Hulk randomly swung an arm out at Cap, knocking him into a wall. As he slid off and onto the ground, Rick ran over to help him up.

"You ok Cap?" Rick asked.

"I've been through worse." Cap reassured. "How do we stop that thing?"

"I can handle that bit." Rick assured him. "If I can get close to him, I can talk to him and calm him down. However, you might want to go and stop that claw guy he was fighting."

"Claw guy?" Cap asked.

"The midget in the yellow spandex with metal claws coming out of his knuckles."

He looked over and saw Wolverine running deeper into the compound.

"I'll head after him." Cap told him. "Stark, you, Pym, and Wasp stand by if Rick's plan doesn't work."

"Right." Tony agreed.

With that, Cap ran after Wolverine, leaving Rick to try and tame the Incredible Hulk. Rick ran over to Hulk, waving his arms to get his attention.

"Big guy!" Rick shouted. "Hulk! Over here!"

Hulk turned around, his anger stifled at the sight of his old friend.

"Hey there." Rick called out, his tone softer. "It's okay. You're okay. I'm okay. Everything's okay."

He slowly walked towards Hulk, holding out his hands like one would to a wild animal. Hulk knelt, supporting himself on a hand, leaning closer to Rick.

"That's it." Rick continued, smiling as he reached for Hulk's shoulders. "Everything's going to be alright. Nothing is going to happen to-"

Rick was interrupted by a blast of gunfire which struck Hulk in the back. Rick's eyes went wide as he screamed.

"NO!"

Outside, a S.H.I.E.L.D jet was hovering in front of one of the many holes in the walls of the garage, aiming right at the Hulk. Hulk turned towards it, shouting in anger before leaping towards it.

"No! Hulk!" Rick screamed. "I had him! I had HIM!"

Inside the jet, the pilot immediately regretted his actions as the Hulk leapt towards him. The jet began spiraling out of control, aiming for a crash landing out in the woods surrounding the facility. The heroes, Jane, Donald, and Rick all watched it crash in the distance.

"I've got to get out there before he goes on a rampage." Rick declared.

"I can hold off the beast long enough for his tamer to reclaim his hold." Donald announced.

"No offense Dr. Blake." Iron Man spoke, while hovering in the air. "But this seems way out of your league. Let us handle it."

Jane snorted, eliciting a confused look from the heroes.

"Mr. Stark, I don't think you know who you're talking to." she informed him. "Donald, do it."

Donald slammed his umbrella into the floor, and the second he did, a bolt of lightning struck him. His entire form became awash in blinding light as his earlier attire fell away to reveal Asgardian armor, a long red cape, and a rather large hammer where his umbrella had been.

"Meet Thor Odinson." Jane introduced. "Prince of Asgard, and the God of Thunder."

"Oh. My. God..." Janet let out, her jaw practically on the ground.

"Um… Dr. Foster," Tony let out. "It's possible… I might owe you an apology."

"We will discuss this at length later." Thor declared. "Mr. Stark, can you transport the beast tamer to his companion?"

"Sure, just need you to keep the jolly green giant busy." Iron Man replied.

"That will not be a problem." Thor informed him. "Come my friends! To battle!"

He gave Mjolnir a spin, shooting through the hole in the roof towards the forest. Jane watched her go, a smile on her face.

"That will never get old." she mused.

...

Back with Hulk, he had just recovered from falling from the jet when Thor landed in front of him.

"You possess great power creature," Thor commended. "Surrender now and no harm will come to you. You have my word."

Hulk responded by socking Thor in the face, sending him skidding across the grass and colliding with a tree. Thor slowly picked himself up, straightening his winged helmet so he could see his new adversary running towards him.

"Very well, you do not have my word." Thor remarked.

As Hulk came close, Thor swung his hammer at him, clocking him in the jaw and sending him flying. As Hulk landed, he let out a growl of pure anger. He uprooted a nearby tree and threw at the Asgardian. Thor ran towards it and jumped on top of it, before leaping into the air and throwing his hammer at Hulk. Hulk tried catching it, but it only dragged him to the ground. Hulk tried getting up while picking up the hammer, but it wouldn't budge. Hulk then got to his feet and tried using both hands to uproot the hammer, but it wouldn't budge an inch. In fact, it just seemed to crater the earth around it every time Hulk tried.

Suddenly, the hammer flew from the ground, and Hulk's hands, into Thor's. Thor then proceeded to continuous throw and call back the hammer, each throw striking Hulk in the chest. Finally having enough, Hulk clapped his hands together, sending out a massive shockwave sending Thor flying back. Tony, Jan, and Hank noticed this and got worried.

"Jeez, can anything stop that thing?" Iron Man asked.

"Yeah, me." Rick answered from below Iron Man. "Get me close enough, and keep Fury from screwing this up again, and I'll have him calm in a moment."

"No offense kid, but I don't think jolly green is in a listening mood." Tony noted.

"Unless something were to hold him down." Hank hypothesized.

"Um, Dr. Pym..." Rick began. "I'm going to say this as nice as I can; Ant-Man doesn't stand a chance against Hulk."

"No… but maybe 'Giant-Man' can."

Jan's eyes went wide.

"Hank, that's still in the development stage!" she exclaimed.

"I know, but we're running out of time and options." Hank told her. "If Rick can't get Bruce back, the Hulk will tear this place apart."

"But you could tear yourself in half!" Janet argued. "Or worse!"

"Oh, come on, I did it in the lab once." Hank reminded her.

"And you passed out immediately after!" Jan shot back.

"What choice do we have?" Hank asked. "Jan… trust me."

She hesitated, then looked away.

"If you died out there, I'm gonna kill you." she informed him.

"I know." Hank replied.

With that, Hank jumped off the ant he was riding and hit his enlarging button on his left glove twice, flooding him with blue Pym particle energy.

Meanwhile, Hulk had picked up Thor by the cape and was about to start wailing on him, when suddenly, a large hand came out of nowhere shoving the Hulk into the ground, releasing Thor from his grip. Thor looked up to see Hank enlarged to giant status, much to the awe of him and the others.

"Ok, tiny dude is big now." Tony remarked.

"Hulk, just calm down." Hank insisted. "None of us want to hurt you."

Much to his surprise, Hulk grabbed hold of the hand and flipped Hank over onto the ground. As Hank started getting up, Hulk jumped onto his throat and started choking him.

"No!" Jan cried out as she flew towards Hulk and continuously blasted him in the face.

It was irritating to the big guy to the point that he let go and dropped to the ground. Jan flew down and continued zapping him, but this time Hulk grabbed her and attempted to squeeze her.

"Hulk! Stop it!" Rick called out, running towards him. "Stop!"

Not thinking, Hulk swung his arm around at Rick, knocking him into a tree. Rick hit hard, letting out a shout as he did before falling to the ground. His head sagged forward as blood began to drip from his head. When Hulk saw this, it was as if all the fight suddenly left him. He dropped Wasp, who quickly resumed flying and made her way over to Hank.

"Hank, are you okay?" she asked him nervously.

Hank shrunk down to normal size before responding.

"Fine." Hank replied, clutching his throat. "If not a bit sore."

Tony immediately ran for Rick, pulling the kid up.

"JARVIS, I want a full medical scan asap!" he demanded.

"Minor concussion to the lower cranium, seven bruised ribs, and minor lacerations across his arms, but otherwise unharmed." JARVIS listed, showing Tony a full readout on the corner of his visor.

Rick let out a groan, turning towards Hulk.

"Hulk…?" he croaked, his vision blurry.

Hulk just backed away slowly, almost seeming horrified by what he had done. He then turned around and leapt through the air. Rick's eyes went wide, and he attempted to stand. Almost immediately, his head began swimming and his legs gave out. He collapsed back into Tony's arms, groaning as he did.

"I have to… go after him… he needs me..." Rick moaned.

"Easy kid." Tony told him. "You're in no shape to go after anyone."

"You don't understand..." Rick tried. "He can't be alone… not now… I'm all he's got..."

"Just rest, beast tamer." Thor told him. "We will handle your ogre companion later."

"Right." Jan agreed. "I think we need to be worried about the 'claw guy' that sparked this whole rage fest in the first place."

"Then let's see if Cap needs help bringing him down." Tony suggested.

…

Wolverine's claws tore through the door of the lab holding the Tesseract. Once the metal was sufficiently weakened, he kicked the door in, waltzing right up to the cube. He sheathed his claws, flexing his fingers before plunging them into the Cube. He screamed, blue energy tearing him apart just as quickly as his healing abilities pieced him back together. After a good minute of this never-ending cycle of pain, Wolverine pulled his hands out of his, the Tesseract pulsating ominously.

At that moment, Cap ran into the room, accompanied by Black Widow and Hawkeye, both with weapons at the ready.

"Sir, I'm going to have to ask you to step away from the Cube." Natasha called out.

"Nat, I don't think he's in a listening mood." Clint told her.

Wolverine let out a snarl, unsheathing his claws as he eyed the three. Instinctively, he charged out at them. Cap stepped forward and blocked an oncoming claw strike with his shield. He then shoved him off, causing him to skid back a bit. Hawkeye then shot him with one arrow after another. In a few seconds, Wolverine was stuck full of arrows. Just then, they all started blinking in sync before exploding. The three braced themselves as they went off. As the smoke cleared, Wolverine just stood there, costume torn a bit, but otherwise unscathed. Wolverine then lunged at Hawkeye.

Before he could land a hit, Cap came in between Wolverine and Hawkeye, his shield taking the brunt of the damage. Wolverine was shocked to find that his claws did not cut through the shield, but that shock turned to anger as he lashed out again, his attacks in a wild frenzy. After ducking under one, Widow began shooting at him with her stingers, which seemed to do nothing.

Wolverine then ran at her and tried slicing at her, but she quickly ducked out of the way, swiping at his legs. As he fell, he swiped at her legs as well, knocking her to the ground. He quickly got up and tried to stab her, but suddenly got hit in the face by Cap's shield, knocking him to the ground. As Clint gave Widow a hand up, Cap stood over the fallen Wolverine, who was rubbing his head and groaning. He blinked, the light blue from his eyes fading to their usual dark brown.

"Ugh… That hurt..." he muttered.

He pulled off his cowl, rubbing at his smarting head as the bruise already began to fade. As soon as Cap saw the face underneath, his shield clattered out of his hand.

"...Jimmy?" Cap let out.

Wolverine blinked, slowly looking up. He rubbed his eyes, then got to his feet.

"Captain?" he replied in shock. "Is that you?"

"It's me Jimmy." Cap reassured. "But how are you still alive? And still the same age?... part of your little 'talent'?"

"Something like that." Wolverine replied. "How the hell are you alive? I may not remember much, but I remember that plane going down, taking you and the sarge with it."

"Bucky kicked me out of the plane before it blew." Cap explained. "I blacked out as soon as I hit the water. The next thing I know I'm waking up in modern day. S.H.I.E.L.D. thinks the intense cold combined with the serum put me in a state of suspended animation."

Wolverine just chuckled, shaking his head.

"I don't care how you survived, I'm just glad you did." he declared. "Though maybe you could tell me what the hell I'm doing here."

"I was hoping you could tell me that." Cap admitted. "You came in here and attacked Bruce Banner and his friend. Then you tampered with that."

He pointed at the cube, which was fluctuating, much to the dismay of the others. About that time, the other heroes, with Jane in Thor's arms and Rick still in Tony's, came in as well.

"Odin's beard..." Thor cursed.

"Something's coming through." Jane gulped.

"Coming through?" Wolverine asked.

"The cube is a doorway to the other end of space." Tony explained. "And from the looks of things, something's coming out from the other side."

The entire room began to shake, the cube sparking violently with each pulse it gave off. Light began to swirl around in, the building shaking harder as a hum began to fill the air. And then, a beam of light shot out from the cube, striking the wall behind it and opening a swirling portal. Through the portal, a hazy image of an icy structure could be seen, but that was all they could make out before the portal completely destabilized. It erupted into a shockwave of power, nearly knocking everyone off their feet. Eventually, the lights dimmed, the dust settled, and where the portal had been, now stood a lone figure in green robes and a golden, horned helmet.

"Greetings Midgard." he greeted. "Kneel before me."


	17. Reunions

_Chapter 17: Reunions_

The S.H.I.E.L.D. base was slowly crumbling away, the force of the Cosmic Cube's power eruption having a devastating effect of the building's structure. More than that, it had brought an unexpected complication onto the playing field. Standing before the heroes and their allies, Loki Laufeyson looked down upon them all, like a regal prince just returning from a journey.

"I'm sorry," Tony spoke up. "Who are you again?"

"I am Loki, of Asgard." he introduced. "And I am burdened with glorious purpose."

"Spare us the theatrics Loki." Thor interrupted.

"Wait, Loki?" Jan repeated. "Isn't he like the god of pranks or something?"

"The Norse God of Chaos actually." Jane clarified.

"And my brother." Thor added.

"Adopted." Loki corrected. "Or have you forgotten how our 'father' stole me and raised me to be nothing but a measuring stick for the great Thor Odinson?"

Tony let out a whistle.

"And Pepper says I have an ego." he remarked.

"What are you even doing here, Loki?" Jane questioned. "I thought Odin gave you to Ymir as a peace offering after you murdered your true father. You should be rotting in the Frost Giant's prison."

Clint blinked, feeling a headache coming on.

"This day just gets more and more complicated." he groaned.

"He did, and I should, but thanks to the animal over here," Loki explained, gesturing over to Wolverine. "I was able to escape my icy prison."

Wolverine snarled, his claws coming out.

"I thought you looked familiar." he sneered. "You're the snake from the bar. You mind controlled me!"

"Indeed." Loki replied dismissively. "But I'm afraid I don't have time to waste on mortals any longer. Not when the nine realms await their true King."

"You honestly think anyone would fall into your tyranny?" Thor asked.

"You misunderstand me, brother," Loki explained. "I seek not to enslave this world, but to free it."

"From what?" Hank questioned.

"Freedom." Loki answered.

"Umm, that makes no sense whatsoever." Jan quipped. "You sure your brain didn't get frostbite?"

"Freedom is life's great lie." Loki told her. "Once you accept that, in your heart,"

He then quickly spun around and thrusted his scepter at Hawkeye, who had been moving in for a sneak attack. This caused his eyes to turn the same shade of blue Wolverines had been while under Loki's control.

"You will know peace." Loki finished.

"You know, you talk about peace." Tony remarked, gently setting down Rick and sliding his visor down over his face. "But I think you mean the other thing."

 _"Sir, I hate to interrupt, but there seems to be an exponential energy build up right above you."_

Tony looked up to see the large mass of blue energy over them. Everyone else's eyes drifted upward, Hank gulping visibly at the sight.

"The Tesseract's unstable energy will eat this entire building apart." Jane hypothesized.

"If the building doesn't fall down on us first." Hank added.

"They're right." Tony confirmed. "From what I can tell we got about two minutes max before this goes critical!"

"Well then," Loki let out.

Hawkeye then took out an explosive arrow and fired it at Iron Man, knocking him back. While Hawkeye kept the team at bay, Loki grabbed the Tesseract, plucking it from its stand with his bare hand.

"Make your choice, brother." He declared. "Save the mortals you're so fond of or stop me."

Thor just stood there, gritting his teeth at the choices before him. Loki just smirked at the sight before him.

"That's what I thought."

With that, Loki disappeared into thin air with the Tesseract. Natasha stepped forward, her eyes never leaving Hawkeye.

"Make sure everyone gets clear of the building." she ordered. "I'll handle Barton."

"Right." Cap acknowledged.

"Hulk..." Rick let out. "I need… to find Hulk."

"There should be a jeep or two still intact down in the garage." Nat suggested. "The kid's gonna go no matter what, might as well make sure he gets there in one piece."

Tony nodded, recovering Rick and making his wait out. The others followed suit, leaving Clint and Natasha alone.

"Come on, Barton." she coaxed, trying to draw him out. "Snap out of it. You're stronger than him."

Clint only responded by firing an arrow at her. She ducked out of the way, moving in for a jab at the throat. He stumbled back a bit before trying to swing his bow at her. She side stepped out of the way, powering up her stingers and trying for the throat again. This time though, he was able to grab her hand, and attempted to twist her arm. She merely twisted with it, delivering a kick right under Clint's chin. Taking advantage of his stunned state, she grabbed him by the arm and threw him into a wall. He bounced off it hard, stumbling back.

"Natasha...?" he mumbled.

Unsure if it had fully worked or not, Nat spun on her heel, giving him a hard kick to the head. He crumbled to the ground, fully unconscious. She stood there for a minute, panting slightly. Unfortunately, she didn't have time to fully recover her breath as the building was coming down faster. Straightening up, she grabbed Clint, pulling him over her shoulder before fireman carrying him out of the room.

…

Tony got to the garage as fast as he could, scanning the wreckage for anything usable.

"JARVIS, tell me one of these hunks of junk can still drive." Tony practically begged.

 _"I found one, sir."_ JARVIS declared, indicating a functioning jeep on the visor screen.

Tony made a beeline for it, placing Rick in the driver's seat. Unfortunately, his head was still lolling about and his eyes were fluttering open and close.

"Damnit, the kid took a hit..." Tony cursed. "He needs adrenaline or something..."

 _"Might I suggest the first aid kit in the glove compartment, sir?"_ JARVIS offered.

Tony opened it up and pulled out the kit. He rummaged through it until he found what looked like an adrenaline shot.

"Bingo." he said. "Alright kid, this is gonna sting a little."

He jammed the needle into Rick's neck, shooting the entire shot into him. Rick's eyes flew open and he sat up.

"Woo!" he let out. "That cleared the cobwebs!"

He then slapped the sun visor on the jeep, the keys falling into his lap.

"I'll find Hulk and bring him back to New York." Rick told Tony as he gunned the engine. "Something tells me we're gonna need all hands-on deck to deal with the would-be King."

With that, Rick sped off into the night, determined to find the Hulk. Once he was gone, Tony called into the others.

"How's the evac coming?" he asked.

 _"Most of the agents began evacuating after Rick signaled the Code Green."_ Wasp informed him. _"Widow managed to get Clint and his making her way outside."_

 _"A few on the lower levels are still clearing out, but they'll be out of danger in a matter of seconds."_ Hank added.

"Good, because this building won't last much longer." Tony explained. "It's time to bolt."

…

The building began to finally give out just as the last of the agents escaped. It was a loud and cacophonous sound that resonated for a good mile as the Tesseract energy swallowed up the debris. Soon, all that was left of the S.H.I.E.L.D base was a barren crater, and a large audience of shocked and horrified agents.

Natasha regrouped with the heroes, including Thor and Jane, depositing a semi-conscious Clint on the ground.

"Did everyone make it out?" she questioned.

"As far as we know, yes." Hank reported.

"Donald- err, Thor?" Janet began. "No offense, but your brother sucks."

"Loki has always been… troubling." Thor replied.

"Thor, he sent the Destroyer to kill you while you were powerless." Jane reminded him. "Not to mention the rest of the town."

"So, the New Mexico incident, that was about you?" Tony asked.

"Unfortunately." Thor admitted. "Loki and I have always had our differences, and it would seem that he has set his sights on earth again."

"And this time, I don't think he'll be satisfied with just taking out some small town in the middle of nowhere." Jane added.

"So, we go from wannabe world conquer to another." Cap remarked

"Not exactly." Thor corrected. "Loki longs for more than just conquest. He seeks vengeance on me, and all I hold dear."

He pulled Jane closer as he said that last bit.

"Then stopping him just became top priority." Cap decided.

At that time, Clint was regaining consciousness.

Everyone turned to him, each of the heroes ready in case he turned out to still be under Loki's control. Thankfully, his eyes were clear.

"Barton?" Natasha questioned, cradling him gently.

"It's me…" Clint told them.

Nat let out a sigh of relief, helping him to his feet.

"How'd you snap me out of it?" he asked.

"Cognitive recalibration." She answered. "I hit you really hard on the head."

Logan snorted.

"Worked with me."

As Clint regained his senses, Natasha turned to the others.

"What's Loki's game?" she wondered. "You mentioned vengeance, but we're going to need more than that if we want to stop him."

"If he took the cube, he'll probably use it to open another portal." Hank hypothesized.

"That didn't exactly work out for anyone." Jan pointed out, gesturing to the large crater before them. "It could barely hold long enough for him to get through."

"Meaning he needs some kind of stabilizing agent." Tony suggested.

Hank immediately perked up, snapping his fingers.'

"Iridium." He let out.

"Irr-what?" Clint asked.

"Iridium." Hank repeated. "It's a specialized metal found in meteorites that forms anti-protons. If Loki needs a stabilizing agent, it's that."

Natasha brought up her wrist communicator, bringing up a holographic keyboard and typing in something.

"I'll see if any of my contacts can find a chunk of Iridium large enough." she declared. "Dr. Pym, how much would Loki need to be able to stabilize the Cube's portals?"

"At least… 20 pounds, give or take."

Natasha nodded, then turned to Clint.

"You up for a trip?" she asked him.

Clint gave a nod, checking his bow.

"Hey Thor!" he called out. "Just a heads up. If I see your brother, I'm gonna shoot him. Fatally. Many, many times."

"I'm afraid you will have to get in line, archer!" Thor called back.

Natasha and Clint left the group, no doubt to hail some sort of transport. Once they disappeared, Cap got right back to business.

"While they focus on the Iridium, we need to focus on Loki." He announced. "He talked a big game about freeing the world, but even with his power, he can't do it alone."

"Well I don't think he'll be asking any 'mere mortals' for help." Jan quipped.

"What about that ice world, Jotunheim?" Hank asked.

"Nay." Thor answered. "Loki severed all ties with the Frost Giants when he murdered his true father, Laufey in a vain attempt to win Odin's approval. As I said before, he was given to Laufey's successor, Ymir as a peace offering."

"You know, you could have stopped at 'Nay'." Tony quipped.

…

Hulk walked through the dense forest area, his fists clenched tightly and his face set in a firm grimace. In his mind, he saw Rick trying to stop him, only to get punched out of the way and into a tree. Imagining the blood running down Rick's face, Hulk's pace stopped. He lashed out, punching a tree hard enough to split it in half before it came crumbling down.

As the tree fell, Hulk heard the sound of a car engine coming closer. He turned towards it, seeing the distant headlights approaching him on a nearby trail. For a moment, he thought it might have been some S.H.I.E.L.D. agents trying to stop him, or maybe even Ross. However, it was someone else entirely.

"Hulk!" Rick called out, laying on the horn to get Hulk's attention. "Big guy, it's me!"

Hulk watched as Rick pulled up in a jeep, coming alongside him and coming to a stop.

"Hulk, thank heavens I found you." Rick told him. "You can't run off like that, big guy."

"What do you want?" Hulk asked.

Rick blinked in surprise and confusion.

"What do I-? Hulk, c'mon. It's me. Rick Jones. Your best friend."

"... go away."

Hulk turned to walk away, Rick slowly following him in the jeep

"Hulk, what are you talking about? I'm not going anywhere."

Hulk kept walking, so Rick pulled in front of him, slamming his foot on the brakes.

"Is this about me getting hurt?" He asked. "I've been hurt before."

"Yeah, but you never got hurt because of me." Hulk replied.

"Whether I get hurt because The Leader has a headache, or you accidentally cut loose a bit too much, it doesn't matter." Rick insisted. "I made you a promise. I promised that I would stick with you 'til the end. I'm your best friend, Hulk. That's never going to change."

Hulk just stood there silent for a moment, before raising a fist and smashing the jeep's engine with it.

"Leave Hulk alone!" Hulk told him before leaping off.

Rick watched him go, then looked at the front end of the jeep. With a groan, he climbed out of the driver's seat, taking off after Hulk.

"When I find him, I'm going to show him that I'm no picnic when I'm angry either!" he exclaimed.

...

Hulk landed a few miles away before he continued walking again. Before he could get much further though, something stopped him.

"You know, Rick cares a lot about us." Bruce Banner's voice declared. "About you."

Hulk stopped, looking to see Bruce Banner, or at least a mental figment of him, sitting on a rock next to him.

"What do you want?" Hulk asked.

"For the world to see you the way Rick sees you." Bruce answered. "As a hero."

"I think we both know I'm no hero." Hulk remarked.

"No, we don't." Bruce replied. "If you were really a monster, you wouldn't have cared if Rick got hurt."

"And he did get hurt!" Hulk shouted. "And next time, he might-!"

Hulk cut himself off, unable to fathom the thought.

"And the fact that you care proves you're not a monster." Bruce reiterated. "You care what happens to him."

Hulk sighed in response, knowing Bruce was right.

"And if you fight alongside other heroes, and continue to save lives," Bruce continued. "Then the rest of the world will see the Hulk as something more than a monster. That you can be a force for good."

Hulk mulled over Bruce's words, seeing the wisdom in them.

"If I do this… then you got to do something for me."

"What's that?" Bruce asked.

"I stay in control." Hulk told him. "I decided when the Hulk comes out, and when Banner comes out."

Bruce gave a nod.

"Alright, but I have a condition of my own." Bruce declared.

"What?" Hulk asked.

Bruce smiled.

"You go back for Rick." he declared. "And you never, ever, leave him behind again."

Hulk just stood there for a moment before nodding in response.

...

Meanwhile, Rick was leaning against a tree, trying to catch his breath. The adrenaline had worn off, and his head was beginning to swim badly. He lost his footing, plummeting to the ground with a soft crash.

"Following… a large… raging monster… while nursing… a concussion… bad idea..."

As he got back to his feet, something large crashed down next to him. Through bleary eyes, Rick looked up to see the Hulk standing over him.

"Either a large green fuzz monster just fell from the sky… or Hulk came to his senses and came back." Rick mused, smiling a bit.

"Hi." Hulk greeted.

Rick smiled, then promptly fell again. This time though, Hulk caught him in one of his hands.

"Easy there, pal." Hulk told him.

Rick gave a thumbs up, still sagged in Hulk's grip.

"Let's go into the city..." he said softly, fighting back unconsciousness. "I need bandages, antiseptics… and enough Advil to last a month."

Hulk nodded before jumping towards New York.

…

Fury had arrived with the Helicarrier not long after the base's destruction. Nat and Clint had immediately grabbed a jet, saying something about Geneva and an old friend. Leave those two to handle the Iridium, the heroes gathered in the Helicarrier's meeting room to discuss strategy.

"Okay, what do we know about Loki?" Cap questioned.

"Loki's a psychotic sociopath, that much is obvious." Jan noted. "Not to mention a superiority complex that puts Tony's to shame."

"And that's saying something." Tony remarked.

"He's also smart." Hank added. "Considering how he was able to use the Hulk to try and take us out, it's clear he's been watching us for a while. Probably ever since Fury gathered us to get the Cube."

"That's probably why he sicced the big guy on us." Jan suggested,

"I don't think so." Tony mused.

"What do you mean?" Cap asked.

"He had the Hulk after us, and he had control over two of us at the point and yet, he just took off with the Cube. why?" Tony asked

"Because the place was collapsing on top of us?" Wolverine told him.

"Well yeah," Tony relented. "But Loki knows he has to beat us to win right? He doesn't just want to take us down, he wants to be seen doing it. Parade our corpses for the world to see… he wants an audience."

"Loki has been one for the theatrical." Thor informed them all.

"Hell, his entire plan against Odin was practically a huge production." Jane added. "With all the nine realms as his audience."

"Exactly." Tony said, snapping his finger and pointing at Jane. "That's what he wants. He wants an audience, not slaves. He's wanting to make our defeat a show."

"Like his little speech back at the base." Wolverine added.

"Yeah but that was just a preview," Tony told him. "This is opening night, and Loki, he's a full tilt diva. He wants flowers, he wants parades, he wants a monument built to the skies with his name plaster-"

Tony stopped for a moment, thinking about what he had said. Suddenly, an idea came to mind.

"Son of a bitch." he let out.

"What's wrong?" Janet questioned. "What is it?"

"The portal… He's going to need more than just the iridium to get it working. He's going to need a power source, one with enough power to jumpstart his portal. And I know where he can get it."

"Where?" Cap asked.

"Stark Tower." Tony answered.

"You mean that big, ugly-" Cap paused, then let out a small cough as he recovered. "-thing, in the middle of downtown New York?"

"I remember reading about that in the paper." Jane mentioned. "It has its own arc reactor, right? That thing in your chest?"

"Yeah, except much bigger." Tony confirmed. "If my math is right, the building should run itself for about a year or so."

"With that kind of power, the portal would be able to turn on easily, especially if Loki manages to get ahold of the Iridium." Hank calculated.

"Then we need to cut him off at the tower." Cap decided, grabbing his shield. "Let's get moving."

...

 **I am seriously looking forward to the next part. Stay tuned!**


	18. The Battle for New York

_Chapter 18: Battle for New York_

Loki stood on the balcony of Stark Tower, doing some last-minute tuning to the machine he'd created to help sustain the power of the Tesseract. Once the cube was in place, he activated it, the cube beginning to pulsate and spark, just like it did back in the S.H.I.E.L.D base.

While Loki did this, Iron Man flew in, Natasha talking to him over his suit's comms.

 _"We were too late."_ she informed him. _"Loki had already taken the Iridium he needed a few days ago."_

 _"Sick bastard had this entire thing planned from the start."_ Clint spat. _"We're on our way back, but we may take a minute."_

"Hurry." Iron Man told them. "Looks like Loki's already at the tower."

He approached the tower, shutting off the comms as JARVIS spoke up.

 _"Sir, I turned off the arc reactor."_

"That's good." Tony let out.

 _"Unfortunately, the device is already self-sustaining."_

"And that's not so good."

As Iron Man approached the device, he followed through on his first instinct and tried to blast it. Unfortunately, the energy of his repulsor blast merely collided with the barrier now surrounding the machine the cube now resided in. There was a deafening crack, then a shockwave that nearly fried Tony's circuits. He stabilized himself, then his eyes went wide when he realized that the barrier, and the machine, were left completely untouched.

 _"The barrier appears to be made of pure energy."_ JARVIS informed him. _"It's unbreachable."_

"Yeah I noticed." Tony remarked before seeing Loki standing beside the machine. "Time for plan B."

Tony then landed on the roof and went through the giant rings that pulled the suit off him before. Once he was fully out of the suit, he walked into the penthouse where Loki was waiting for him

"Please don't tell me you're going to appeal to my humanity." Loki remarked.

"No, actually." Tony replied, walking towards the large bar located by the balcony. "I'm here to threaten you."

Loki couldn't help but chuckle at that.

"In that case, you probably should have left your armor on." Loki told him.

"Eh, it had seen a bit of mileage." Tony jeered. "Especially since you've got the glow stick of destiny over there. You want a drink?"

Loki walked towards Tony, a confident smirk plastered on his face.

"If this is some sort of attempt to stall me-"

"Threaten, not stall." Tony interjected as he poured himself a glass of bourbon. "You sure about the drink?"

Loki just dismissed him as he looked out the window.

"Within moments, my victory over this world is assured." Loki stated. "What have I to fear?

"Us." Tony answered, downing his drink before pouring another. "The team. We don't exactly have a name yet, but we've got some potential."

"Yes," Loki replied. "I've seen your 'motley crew'"

Tony chuckled a bit.

"Takes a while to get any traction I'll give you that." Tony admitted. "But, let's do a headcount here. Your brother, a demigod."

Loki grimaced at the mention of Thor as Tony set down his glass, opening a secret drawer under the counter to reveal a pair of silver bracelets.

"A super soldier, living legend who kinda lives up to the legend." Tony continued as he secretly put the silver bracelets on each wrist. "A man with breathtaking anger management issues, the metal clawed mutant you tried to toy around with, a duo of size shrinking heroes, couple master assassins, not to mention the kid, and you, big fella, you managed to piss off just about every single one of them."

"That was the plan." Loki informed him, as if it should have been obvious.

"Not a great plan." Tony remarked. "When they come, and trust me they will, they'll come for you."

"I have an army." Loki boasted.

"We have a Hulk." Tony boasted right back.

Loki leaned on his staff with his smirk returning.

"Last I checked, your little monster ran away."

"You're missing the point here." Tony interrupted, coming out from behind the counter. "There's no throne for you, there is no version of this, where you come out on top. Maybe your army comes and maybe it's too much for us, but at the end of the day, it's all on you. Because if we can't protect the Earth, you can be damned well sure we'll avenge it."

Loki slowly walked up to Tony as he finished talking, raising the scepter.

"How will your friends have time for me," Loki asked. "when they're so busy fighting you?"

Loki brought the staff towards Tony's chest, the tip glowing brightly. However, there was a metallic ping at the tip connected with the arc reactor. Loki paused, blinking a bit before trying again. Once more, there was just a metallic ping, leaving the demi-god confused.

"This usually works..." he muttered.

"Well, performance issues." Tony offered. "You know, it's not uncommon. One out of five-"

Foregoing the staff, Loki just grabbed Tony by the throat, flinging him across the room. He landed hard, shattering a glass door. As he was picking himself up, Loki came over and picked him up by the throat again.

"You will all fall before me." he declared.

"JARVIS!" Tony called out as Loki lifted him up. "Deploy!"

Loki then threw Tony out the window, sending him falling to the streets below. As he falls, a lone suit of armor shatters one of the lower windows, coming after Tony. It opened, aligning with the bracelets on Tony's wrists and slowly closing around his body. The visor slid into place just seconds before his repulsors activated and saved him from his very sudden stop.

"Cutting it a little close there, JARVIS." Tony informed him.

Above the building, the Cube unleashed a powerful beam of light that struck the sky, ripping open a large portal. However, instead of revealing the icy landscape of before, this portal opened to reveal the endless blackness of space. As the doorway opened, a large armada on what could only be described as flying chariots began to descend upon the city. When Iron Man saw the portal, he let out a gulp.

"Right." He let out as his visor switched from observation to targeting mode. "Army."

Iron Man then took off towards the oncoming army.

Across the city as he landed on the side of a building, Spider-Man looked over and saw the beam emanating from Stark Tower.

"What the hell?" he let out.

Thinking fast, he shot out a web line and swung over to investigate.

Outside a CVS, Rick was downing almost an entire bottle of water as the big guy fumbled with an ace bandage around his skull. When the loud crack of the energy blast rang out, they both turned towards it.

"Looks like break time is over, big guy." Rick informed him, standing up and tightening his bandages. "Let's go."

Hulk nodded and, after slinging Rick onto his back, jumped towards the ensuing battle.

Back with Iron Man, he was soon joined by Thor, who was looking at the invading army with a culmination of shock and horror.

"Odin's Beard..." he cursed. "The Chitauri..."

"Wait, you know what these things are Thor?" Iron Man asked.

"By reputation alone." Thor replied. "They are equivalent to your mortal mercenaries, working for the highest bidder. No doubt Loki promised them the Tesseract in exchange for their aid."

"Right..." Iron Man let out.

Iron Man continued blasting at the oncoming soldiers, he then jetted out towards the city to handle the ones that made it past the tower. Thor then made his way down to the tower to confront Loki.

"Loki!" Thor cried out as he landed. "Turn off the Tesseract or I'll destroy it!"

"You can't." Loki told him. "There is no stopping is only...the war!"

"So be it." Thor declared, gripping Mjolnir.

The two brothers rush at each other, their respective weapons raised as they clash. Loki spun his scepter at him, but Thor ducked under it. Loki then tried blasting him, but Thor used his hammer to deflect it. The two then clashed weapons again, creating a massive energy blast.

...

At that time, a jet carrying Clint, Natasha, and the rest of the heroes rocketed into the city.

 _"Stark, we're coming in hot, north-east of your position."_ Natasha declared.

"What, did you stop for drive-thru?" Iron Man asked.

 _"Hey, traffics worse than usual."_ Clint remarked.

Iron Man shook his head in response.

"Swing up Park Avenue, I'm gonna lay 'em out for you." Iron Man responded.

Natasha turned towards Iron Man's requested location and Hank and Jan prepared their suits.

"This is definitely a long jump from stopping Whirlwind, isn't it?" Jan quipped, adjusting her earpieces.

"Definitely." Hank responded.

"You ready for this?" she asked him, holding out her hand.

"Always." Hank replied, taking her hand.

As the jet approached the designated street, Iron Man flew past with a ton of Chitauri on his tail. Clint fired the weapons at them, taking out as many as he could. As they were flying upwards, something seemed to have landed on the roof.

"What the hell?" Clint let out.

Suddenly, Spider-Man climbed down onto the window, looking through it while upside down.

"Excuse me, is this the ferry to Staten Island?" he joked.

"Spider-Man." Cap greeted in surprise. "Glad you could make it, kid."

"We could use all the help we can get." Clint added.

"Happy to be of service." Spidey remarked. "So, what are we up against?"

"Space Mercenaries." Janet explained simply. "They're following Thor's younger brother because he has the Cosmic cube."

"Wait, Thor?" Spidey repeated. "As in the Norse God of Thunder?"

"One and the same." Ant-Man replied.

"And here I thought the weirdest thing in this city was Venom." Spidey quipped. "What can I do to help?"

"Sit tight." Cap told him. "You'll have a front row seat to Loki in a moment."

"Right." Spidey replied.

…

Iron Man's repulsor blasts were easily knocking the Chitauri off their chariots, but for everyone he struck down, a good ten more took its place. It was quickly proving to be a tedious task.

 _"Sir, we have more incoming."_ JARVIS informed Tony

"Good, let's keep `em occupied." Tony remarked.

Hoping to plug the hole at the source, Tony made his way back towards the portal. Meanwhile, Thor and Loki continued their battle, Thor's strength giving him a temporary edge before Loki's scepter sent him sliding across the floor. As they we're duking it out, the jet came up overhead.

"So that's Loki huh?" Spidey observed. "Not much of a family resemblance, is there?"

"We can discuss the Norse family tree later." Natasha snapped. "Hawkeye, you got a bead on the Chaos God?"

"Like you have to ask." Clint quipped.

Clint let loose the guns on the jet, getting Loki's attention. Loki turned to the jet and used his scepter to blast one of the jets turbines. Natasha cursed in Russian, struggling to level out the jet. The jet begins spinning out of control, dropping out of the sky towards the ruined freeway while clipping various buildings and skyscrapers. Spider-Man thought fast and leapt onto the front of the jet and shot out several web lines to try and slow down the jet's descent.

Several lines of the webbing snapped from the pressure, but it was enough to slow their descent from a deadly crash to merely jarring slam. Spidey released the webs, sagging forward a bit as the heroes emerged from the jet.

"Nice job, kid." Cap congratulated.

"Thanks." Spider-man replied, straightening up. "Oh, hey Logan."

"Hey Webs." Wolverine replied.

Natasha slammed some clips into her pistols as Clint readied his bow.

"You two know each other?" Clint asked.

"I've teamed up with the X-Men on an occasion or two." Spidey told him.

"Glad to know introductions aren't in order." Natasha let out, cocking her guns. "Let's move."

"Right." Cap said, getting back into focus. "We gotta get back up there."

Before any of them could move, some kind of low rumbling emanated from the portal. The heroes looked up to see something huge coming from the blackness of space. Then, a large head slowly made its way through the portal, letting out a deep, primal bellow of rage. It emerged in full, revealing a whale-like body covered in thick armor plates. Upon it were dozens of Chitauri, all of whom were armed to the teeth and screaming in some primal tongue.

"I'm not the only one seeing this, Right?" Wasp asked.

 _"Seeing, still working on believing."_ Iron Man replied, flying past the giant beast.

"Stark, we got Spider-Man down on the ground." Cap reported.

 _"Great."_ Iron Man replied. _"What about Banner has he shown up yet?"_

"Hulk?" Jan asked. "No sign of him, or Rick."

"Wait, Bruce went green?" Spider-Man asked.

"Long story webs." Wolverine replied.

 _"You all deal with Chitauri down there, I'll see if I can take out Moby Dick."_ Iron Man declared.

Iron Man flew off towards the large leviathan, the heroes below scattering to deal with the invading Chitauri.

…

Thor managed to regain the high ground in his fight with Loki, Mjolnir pinning Loki's scepter and pulling him into a deadlock. Thor took the chance to force him to look down upon the burning city.

"Look at this!" Thor screamed. "Look at what you've done, Loki! You think this madness will end with your rule?!"

Loki tried to look away but found himself unable to.

"It's too late." he told Thor, a strange note in his voice. "It's too late to stop it."

"No." Thor disagreed. "We can. Together."

Loki looked at his brother, and for a moment, Thor allowed hope to slip into his heart. The, that hope was dashed when Loki thrusted a small knife into Thor's stomach. Thor choked, Mjolnir slipping from his grasp as he fell to his knees. Loki looked down upon him, scowling.

"Sentiment." He spat.

Thor let out an angry yell, getting to his feet and attempting to punch Loki. Loki caught the blow but was unable to stop Thor from kicking him in the stomach. He fell, Thor grabbing him and lifting him up, only to slam him down hard. Seeing that he was no match for his brother, Loki rolled off the balcony. Thor ran to the edge just in time to see Loki land on one of the flying chariots, taking command of it. He sped off into the fray, about a dozen Chitauri following him.

...

Down below, the heroes took cover behind some cars as more aliens came pouring out. Cap peered over to see Loki speeding in his chariot towards the streets below, blasting at everything in his way.

"Loki…" Cap let out. "They're fish in a barrel down there."

"What do we do?" Wasp asked.

"Spider-Man and I will head down and help the people in need." Cap instructed.

"Ready to serve Captain." Spidey saluted.

"Good." Cap replied. "Think the rest of you can keep `em occupied?"

"These horror show rejects?" Wolverine asked, unsheathing his claws with a smirk. "Not a problem."

"We got this." Widow told him, cocking her guns.

"Captain," Hawkeye addressed him, notching an arrow. "It would be my genuine pleasure."

With that, Hawkeye stood up and let loose an arrow at a Chitauri. The arrowhead then let loose several bullets at the nearby Chitauri. Spider-Man then swung out towards the streets with Cap following on the ground, jumping off an exploding bus as he flipped onto the ground.

On the bridge, Ant-Man saw a bus full of people trapped. He shrunk down and ran up to the door. As he slid through a broken window, he approached the door, delivering several punches to it to try and get it open. Wasp slid in behind him, tapping him on the shoulder.

"Allow me." she insisted.

She used her blasts to destroy the hinges on the door, letting it fall forward and open the way. Ant-Man quickly became full sized, ushering people out.

Back outside, Wolverine went on a savage killing spree on the Chitauri, slicing them to pieces left right and center. After being used as a tool by Loki to start this whole thing, he was itching for a little payback.

Watching his six, Widow and Hawkeye laid down cover fire so Wolverine wouldn't get overwhelmed.

"Just like Budapest all over again!" she commented, slapping new clips into her guns before returning fire on the Chitauri.

"You and I remember Budapest very differently." Hawkeye informed her, firing another volley of arrows.

…

The heroes were not the only ones trying to stop the Chitauri invasion. Down on the ground, every cop in the city was doing all in their power to hold off the aliens. Unfortunately, there was little they could do, and it was becoming quite apparent.

"It will be at least an hour before they can scramble the National guard." one cop reported to his sergeant.

"National Guard?" The sergeant repeated. "Does the army know what's happening here?"

The cop looked at his sergeant, his face portraying the sheer amount of terror he felt.

"Do we?" he asked.

"Well a massive alien invasion led by a Norse god by my guess," a voice quipped. "But I'm just speculating."

Spider-Man and Captain America then landed on a cop car in front of the two officers.

"I need men in these buildings." Captain began, gesturing to the various buildings around them. "There are people inside that can run into the line of fire. You take them through the basement or through the subway. You keep them off the streets. I need a perimeter as far back as 39th."

The sergeant took one look at the costumed heroes and his face scrunched up in disbelief.

"Why the hell should I take orders from you?" He questioned.

Just then, an explosion rang out from behind them. Cap quickly brought up his shield to block an oncoming energy blast. He lowered his shield just as two Chitauri soldiers landed on either side of him. Captain bashed one in the face as Spidey delivered a kick to the other one's stomach. Spidey shot web fluid into his Chitauri eyes, blinding him before kicking him hard enough to send him off the car. Cap brought his shield down hard on his Chitauri's neck, snapping it with ease before turning to the sergeant once more. There was a second of silence, then the sergeant turned to the cop.

"I need men in those buildings." The sergeant told the cop. "Lead the people down and away from the streets."

He then got on his radio to signal the rest of the cops in the area.

"I need a perimeter as far back as 39th." He ordered.

Spidey watched the sergeant in surprise.

"That was easier than expected." He noted. "Think you could teach me that trick?"

Cap just shrugged in response

"Just comes naturally I guess." Cap replied. "Come on, the others might need our help."

…

Iron Man flew alongside the leviathan, attempting to pierce through the impossibly think armor that seemed to cover it. While he was able to knock off the many Chitauri riding on its back, it wasn't leaving as much as a scorch mark on the creature.

 _"Sir, we will lose power before we penetrate that shell."_

Irritated, Iron Man thought of an idea. He rocketed past the leviathan before looping around and heading towards him.

"JARVIS, you ever heal the tale of Jonah?" Iron Man asked.

 _"I would not consider him a viable role model, sir."_ JARVIS replied.

As the creature roared, Tony flew inside, unleashing almost every explosive at his disposal. The creature began to blow from the inside, then it shattered all together, coating most of the buildings in the vicinity in its internal fluids. The force of the blast also sent Tony flying out of control and barely able to stabilize.

"JARVIS!" Tony exclaimed.

Before he could hit anything too big, there was loud roar, but not one of a Leviathan. This one was from a familiar green monster, one that leapt through the air and grabbed Iron Man before his descent could truly begin. Rick poked out from over his shoulder, a grin on his face.

"Glad we could catch you, Mr. Stark!" Rick joked.

"Nice to see you too, Rick." Tony remarked before activating his jets again.

Hulk released Iron Man as he landed, pulling Rick off his shoulder and setting him on the ground. Rick looks around, letting out a whistle.

"I've seen my fair share of carnage, and I've never seen anything like this." he remarked.

"Yeah, and it looks like it's gonna get worse long before it gets any better." Iron Man remarked.

Thor came down from Stark Tower, landing before Hulk, Iron Man, and Rick.

"Beast tamer!" Thor let out. "You are well!"

"Concussed, but still kicking." Rick answered. "The big guy and I are here to help however we can."

"Excellent!" Thor exclaimed. "Where are the others?"

"This way." Iron Man told him. "Follow me."

Iron Man rocketed towards the others. Thor spun Mjolnir and took off after him. Rick looked at Hulk, jumping onto his back.

"Ready Hulk?"

"Ready."

Hulk then took off towards Iron Man and Thor.

…

Black Widow emptied her clips for perhaps the fourth time in the past ten minutes and cursed when she realized she was out of spares.

"I'm dry!" she called, snapping her elbow into an oncoming Chitauri.

Hawkeye used his bow to sweep a Chitauri off his feet before pulled out an arrow and jammed it into its chest.

"I'm down to secondhand arrows myself." He replied.

Wolverine dug his claws into one alien before lifting it up and throwing him off the bridge. As one Chitauri came up from behind him, Cap's shield came out of nowhere and took him out. Wolverine smirked as the Cap came in with Spidey.

"You do realize my bacon's the only one you don't have to save, right?" he asked.

"You're welcome." Cap replied, catching his shield.

Cap then proceeded to bash and hit every Chitauri that came into range. Spider-Man shot a web line at one of the Chitauri and spun around into some other oncoming aliens.

"You know I once made a bet I'd never live to see the apocalypse." Spidey shared. "Typical, owe Flash Thompson twenty bucks, and get to see the end of the world."

"Worlds not over yet, web head." Wolverine told him.

 _"How're you guys handling it over there?"_ Iron Man asked over the comms.

"We could use some assistance!" Widow shouted, jamming her stingers into the neck of a Chitauri.

 _"Good, because reinforcements are en-route."_

Before any on them could respond, some surprise blaster fire came from above. They looked up to see an oncoming chariot flying towards them. Cap quickly threw his shield at the chariot to take it down. It rebounded off a skyscraper, then struck the chariot right in the front. There was an explosion, then the chariot went down, skidding across the ground before the group. Cap reclaimed his shield.

"Stark, where're those reinforcements?"

Suddenly, a large green object landed in the path of the chariot, causing it to explode in front of it. The force of the blast sent Rick flying right towards Cap. On instinct, Cap dropped his shield and caught him. Rick rubbed his head, then looked up.

"Oh, hey Cap." he greeted. "Nice catch."

"Thanks." Cap replied, setting Rick on the ground.

As Hulk turned around to see the others, his eyes fixated on Wolverine. Rick noticed him too and immediately got in front of the big guy.

"Whoa big guy, hang on." Rick insisted. "He's one of the good guys."

He paused, then looked back at Wolverine.

"You are one of the good guys, right?"

"Right." Wolverine replied.

"Trust me Hulk," Spidey reassured. "He's cool, even if he doesn't smell like it."

Wolverine growled at Spidey in response to that. Hulk just snorted, then turned to Captain America.

"Just tell me who I need to smash." He remarked.

"The guy in the antlers up there." Cap told him pointing to Loki.

As Hulk looked up, more aliens came pouring out of the portal, much to the dismay of the heroes.

"Well that's just great." Spidey let out. "It's just the ten of us against an entire army, that includes giant alien whale things."

"Leviathans." Thor clarified.

"Whatever." Spidey remarked. "How are we gonna stop this?"

"... as a team." Cap told them.

As more aliens readied themselves for battle, Hulk let out a massive roar of defiance as Iron Man landed against him. Hawkeye readied an arrow to fire, Wolverine extended his claws, Thor readied his hammer, Ant-Man grew back to normal size with Wasp flying right next to his head, Black Widow readied her bio-stings and aimed them out towards the aliens, Spider-Man aimed his web shooters, and Cap gripped his shield, ready for what was to come. The heroes were ready for battle. The Avengers had assembled.

...

 **Favorite chapter to write so far. Hope you enjoy reading it just as must as I enjoyed writing it.**


	19. Avengers Assemble

_Chapter 19: Avengers Assembled_

Most of New York was in flames after the initial assault of the Chitauri. Loki soared above the wreckage on his chariot, his eyes falling upon the assembled heroes gathered below. Though they had succeeded in taking out many of his men, as well as one of the Leviathans, Loki was far from worried. In fact, he simply looked at his scepter and smiled.

"Send in the rest." he ordered.

From the portal still open above the city, more earth-shattering roars could be heard. The heroes looked up to see not one, not two, but three Leviathans exiting the portal into the city. Iron Man's scanners followed them as he turned to Captain America.

"Call it." he requested.

"What's the story with the Cube?" Cap asked.

"It's surrounded by an energy barrier." Iron Man explained. "My repulsor blasts did nothing to it."

"The power surrounding it seems impenetrable." Thor noted.

"At least not by conventional means." Ant-Man interjected.

"If Hank and I can get up there, we may be able to find a way to shut down that portal." Wasp added.

"Then get up there and do what you gotta do." Cap told them.

Wasp shrunk down, her wings buzzing.

"You coming, Hank?" she asked.

"You bet." Hank replied, shrinking down and jumping onto an ant.

The two then flew off towards Stark Tower, leaving the rest of the heroes to deal with the rest. Rick glanced around, seeing some scattered people still trying to escape the wreckage.

"I'm not much of a fighter, but I'm a master of evacuation efforts." He commented. "I'll go help the cops get everyone to safety and keep an eye out for trapped civilians."

"Sounds good." Cap decided. "Get them to our perimeter on 39th street."

"Roger, Captain." Rick said with a small salute before taking off down the street.

"As for the rest of us, until Ant-Man and Wasp find a way to shut the portal down are priority is containment." Cap continued. "Barton, I want you on the roof, eyes on the skies. Call out patterns, strays, everything. Stark, Spider-Man, you two have the perimeter. Anything gets more than three blocks out, you turn it back or you turn it to ash."

"Sure thing," Spidey replied. "I just love being a target."

Spider-Man then shout out two web lines and slingshot out into the air.

"Give me a lift, Tin Man?" Hawkeye asked.

"Right," Iron Man replied before grabbing hold of him. "Better clench up Legolas."

Iron Man then rocketed up, carrying Hawkeye up with him.

"Thor," Cap continued, turning his attention to the Asgardian. "You gotta try and bottle neck that portal, try and slow em down. You got the lightning, light the bastards up."

"Aye!" Thor replied, before flying up.

"Widow, Jimmy, you stay with me on the ground." Cap proceeded. "Keep the fighting here."

"Like you even have to ask." Wolverine remarked.

"Great." Cap responded. "And Hulk…"

Hulk turned towards him.

"... Smash."

"Finally!" Hulk let out, grinning.

He jumped into the air, right at an oncoming chariot. He, the chariot, and its rider were both thrown into a nearby building with a large crash. Hulk then leapt to another building where crushed a Chitauri on impact. After grabbing another Chitauri and throwing it to the ground, he leapt towards a passing chariot and smashed it with one fist.

…

On top of a nearby building, Thor landed and aimed his hammer at the sky. He then began to summon a massive amount of lightning from the sky, strap bolts striking any unfortunately Chitauri foolish enough to get close. Once he had summoned enough, he directed it all back towards the portal.

"For Midgard!" Thor let out, shooting the lightning at the portal and frying several Chitauri, including a leviathan.

While swinging through the city, Spidey took note of the light show above him.

"Show off." he let out.

…

"Stark," Hawkeye called, shooting down one alien after another. "You got a lot of strays sniffing your tail."

 _"Yeah, I know."_ Tony snapped. _"Any suggestions on how to shake 'em?"_

"Well they can't bank worth a damn." he told him while shooting down a chariot without even looking. "Find a tight corner."

 _"I will roger that."_ Tony replied.

Tony then rocket towards an underground tunnel, with several chariots following suit. As he flew through the tunnel, he banked into the lane next to him. The chariots followed suit, one of two of them getting clipped by the dividers in the process. They tumbled to the ground and exploded, engulfing the others in the fire as they did so. Iron Man barely rocketed out of the way but recovered quickly.

"Thanks for the tip." Iron Man told Hawkeye. "Anything else to report?"

 _"Well Cap and the others just got a new batch of the boys back on the bridge."_ Clint told him.

"Then I'll go lend him a hand."

With that, Iron Man flew down towards the bridge.

…

Down below, Widow was letting loose with her stings while Cap and Wolverine were back to back, taking out any Chitauri dumb enough to try and take them on.

"Seems like old times, eh Cap?" Wolverine remarked, slashing one oncoming alien.

"Reminds me of when we stormed that HYDRA base back in occupied France," Cap remembered. "The look on the soldiers' faces when your claws came out."

"I'll never forget it." Wolverine replied.

"Though back then, they were just bone." Cap noted, bashing a Chitauri away. "Maybe once this is over, you can tell me about how they became metal."

"It's a long story Cap," Wolverine told him. "And frankly I'm fuzzy on most of it."

Just then, several Chitauri were blasted down by an incoming Iron Man.

"Need a hand, fellas?" Iron Man greeted.

"Nice timing Stark." Cap told him.

As more aliens came close, Wolverine had an idea.

"Stark!" he called out, bringing his claws together. "Hit me!"

Iron Man obliged and fired a repulsor blast at his claws. Remembering what happened with Cyclops all that time ago, he held his claws up for a moment before breaking them apart, sending out a shockwave of energy that decimated the aliens around them. Wolverine stood there a moment breathing heavily after what had happened.

"That… hurt…" he let out.

Widow jumped onto the back of one of the Chitauri, snapping its neck with her thighs as she grabbed its blaster. Without her own weapons, she would have to make use of the blaster.

"Think you can figure out how to use that thing?" Cap asked.

She let off a shot, taking out a Chitauri about to attack Cap from behind.

"Yeah, I think I can." she replied.

"... ok then." Cap replied.

…

Meanwhile, Ant-Man and Wasp finally reached the roof of Stark Tower. They both grew to normal size, so Ant-Man could get a look at the portal specs. Wasp pointed her hands at it, summoning a blast.

"Stark's repulsors failed, but maybe energy of a more biologic nature could work." she theorized.

She let out a shot, only for the shield to absorb it and send it right back at her. She flew into the large letters on the side of the building, knocking off the R and the K from STARK. Hank was by her side in an instant.

"Let's not shoot at the cube anymore until we have a better plan." Hank decided.

"Good idea… ow..." Jan let out, sitting up.

"Now from what I've read, the Cube itself is generating the energy field protecting it while it's creating the portal." Hank informed. "We just need a way to cut the power source."

Janet shook her head.

"The power's been cut to the building for a while now." she pointed out. "It's the first thing Stark did, and besides, the machine's self-sustaining."

"I don't mean the power to the building, I mean the cube itself." Hank told her.

"But how can we do that if the shield won't let us even touch the machine?" Janet questioned.

"It's certainly powerful." Hank conceded. "The only thing we've seen come close to it is…"

Both Hank and Janet perked up, an idea coming to them.

"Loki's scepter!" they exclaimed in unison.

"It gives off a similar energy signature to the one the cube does." Hank remembered.

"And if the shield is rebounding unfamiliar energy-" Janet continued.

"Then it may accept an energy signature of the same frequency!" Hank finished before activating his comm. "Guys, we have a plan, but we need Loki's scepter."

"You'll need to get it away from Loki, and fast." Wasp added. "The longer we wait, the more ugly aliens we have to clean up."

 _"Roger that."_ Cap replied. _"Barton, can you take him out."_

 _"Yeah, if someone can line him up for me."_ Clint replied.

…

Having heard the plan, Iron Man caught up with Spidey and told him what they needed him to do.

"So, you need me to get the attention of the Norse God of Chaos long enough for Hawkeye to shoot him out of the sky, so we can steal his scepter and use it to close the portal?" he rattled off.

 _"Pretty much."_

"... alright I'm game." He declared. "Not the first time I've goaded an enemy. Though you got a spare one of those comms?"

Iron Man ejected one from his suit and gave it to Spidey, who put it on under his mask before swinging off. He propelled himself up into the air, stringing up a line so he had something to stand on.

"Hey!" he shouted "Loki! I have some questions for you!"

Loki heard the cries for him and flew towards the direction of the voice.

"Hey, I just wanted to know! Is it true you gave birth to that weird eight-legged horse?" Spidey asked before he started web swinging in reverse. "I mean, how is that even possible?!"

Loki's eyes narrowed, aiming his scepter at Spidey to try and knock him out of the sky. Luckily, his Spider-senses kept him from getting killed.

"I mean, was it like when Zeus gave birth to Athena?" Spidey asked. "Did he like pop out of your skull?"

Loki continued blasting at Spider-Man, but he just kept jumping and dodging.

"And don't even get me started on how this whole thing started." Spidey continued. "Did you like lose a bet or something? Also, what's with the helmet? I mean, Thor's I get, but antlers? Seriously? You look like a kid pretending to be a demon on Halloween."

As Loki was flying, Hawkeye took aim with his bow and arrow. He let loose a shot, his aim true. However, Loki caught the arrow just before it hit him. Surprisingly, Hawkeye didn't seem phased.

"Tick, tick, boom." he said to himself.

The arrow in Loki's hand ticked twice, then exploded in his grasp, sending him tumbling off his chariot.

"Ooh that looks like it hurt." Spidey let out, landing on the side of a building.

...

Meanwhile, Rick was running down the various streets, looking for other people who needed help. While he ran, he spotted several Chitauri making their way into a bank. His instincts told him something was wrong, so he moved in to investigate.

...

Being a demi-god, Loki was barely phased by Hawkeye's exploding arrow. He'd landed hard on the Stark Tower, recovering quickly as Ant-Man and Wasp came down towards him, growing back to normal size.

"Alright, Loki." Wasp declared. "Hand over the scepter before things get ugly!"

Loki chuckled in response.

"You think I can be so easily deterred by insects?" Loki jeered.

Wasp chuckled right back.

"You obviously have never been attacked by a swarm of black carpenter ants." she replied.

Loki looked around and saw the swarm of ants starting to surround him. He simply summoned an energy beam in his hand and spun around, destroying them all easily.

"Is that all you can do?" he asked.

"Not entirely." Ant-Man replied.

He quickly turned into Giant-Man and tried crushing him, but he disappeared before he could lay a massive hand on him.

"Huh?" Wasp let out. "Where'd he go?"

Giant-Man looked around for the trickster, only to get blasted in the face by the scepter. Before he fell off the edge of the tower, he shrunk back down to normal size so his whole body would fit on the roof. Angry, Wasp flew around Loki, zapping at him as she did so.

"Nobody touched my boyfriend!" she screamed with every blast.

Loki just stood there, unphased by the repeated blasts. He simply swatted her away as she came close to his face. As she fell to the ground, he raised a foot over her.

"And now to squash this pest." he said to himself.

Before he could put his foot down, a massive roar rang out. Loki turned, just in time to see Hulk flying at him, tackling him to the ground.

"No crushing tiny girl!" Hulk bellowed.

Hulk then threw Loki into the penthouse, where he collided with the wall before falling to the ground.

"Hulk smash antler man!" he shouted out.

"Enough!" Loki yelled. "You, all of you are beneath me. I am a god you dull creature, and I will not be bullied by-

Before he could finish, Hulk grabbed Loki by the leg and smashed him on the ground like a ragdoll. He slammed him repeatedly, at least five times, before finally letting go of his leg, leaving him in a Loki-sized crater. Hulk gave a sniff, then pulled the scepter from his hand.

"Puny god." he remarked before turning to Wasp. "Tiny girl need this?"

Wasp, who was standing on the balcony with Hank, blinked slightly before taking the offered scepter.

"...Thanks."

…

"Sir, you have a telephone call from a payphone downtown." JARVIS informed Iron Man out of the blue.

"Seriously?" Tony asked. "Now? Alright fine. Put it on."

There was a click, then Rick's voice filled his helmet.

 _"Mr. Stark, the Chitauri have about two dozen hostages in the bank down 42nd past Madison." Rick informed him. "I would have called sooner, but my cellphone is probably somewhere in the forest."_

Now possessing a communications device, Spider-Man was able to pick up on the conversation.

"Hey, I'm right near there." Spidey chimed in. "I'm on my way."

 _"I'll join up with you in a minute."_ Cap called.

 _"Please hurry."_ Rick requested. _"They're armed to the teeth and I don't know how long the hostages will survive."_

"Don't worry," Spidey reassured. "I'll be there soon."

…

In the bank, the hostages were all huddled together, eying the Chitauri nervously. Amongst the hostages was Gwen Stacy, who was doing her best to try and keep everyone calm.

"It's okay." She whispered to a mother with a small child. "We're all going to be okay."

As she tried her best to comfort the scared child, a Chitauri took out what looked like a grenade and began activating it. Suddenly, a large strand of web took hold of the explosive and pulled it out of the Chitauri's hand.

"Dude," Spidey let out. "Be careful with that. It might go off!"

As Spidey flung the explosive out of the way, the other Chitauri started shooting at him. He easily dodged the blasts as the hostages watched on. Gwen found herself staring in absolute amazement.

"Spider-Man…?" she let out.

Spidey quickly webbed the faces of the Chitauri, stunning them while he leapt onto the railing above the hostages.

"Everyone clear out of here!" he cried out.

As he looked down, he saw Gwen among the crowd, causing him to go wide eyed a bit.

"Gwen?" he said to himself. "What's she doing-"

"Spider-Man, look out!" Rick shouted from outside the bank, where he had been ushering hostages to safety.

Spidey quickly turned around to see the Chitauri back on their feet and shooting at him. He dodged one blast but got hit by another, causing him to fall to the ground. As the Chitauri were about to shoot him down, Captain America burst through one of the windows and threw his shield at one of the Chitauri taking it out. He quickly ran towards another and knocked the gun out of its hand. The alien tried punching him, but Cap caught the hand. He then wrapped an arm around the alien's neck before snapping it and throwing him to the ground. After reclaiming his shield, he dropped down and went to check on Spider-Man.

"Son, you okay?" Cap asked, his fingers going to Spidey's throat to check for a pulse.

"Just sore Cap..." Spidey replied before groaning in pain. "Really, really sore."

Rick ran in, joining Cap around Spidey.

"The hostages are clear and are making the way to your barrier." Rick told Cap before turning to Spidey. "Need a hand?"

"Yeah." Cap replied. "Give me a hand with him."

Together, Cap and Rick pulled Spidey to his feet, then Spidey's senses went haywire.

"Hit the deck!"

Cap and Rick turned around to see another Chitauri behind them throwing a grenade. Cap instinctively ran forward and blocked it with his shield. As it contacted with the shield, it went off, sending the three of them flying out of the bank and onto the streets. They rolled hard in separate directions, their ears ringing and everything a bit blurry. Cap was the first to regain his senses, and the first thing he saw was Rick on the ground. He felt a cold lump in his throat, his mind flashing to a similar image from back during the war, with Bucky on the ground instead of then ran over to him and helped him back to his feet.

"You alright?" he asked, overly concerned.

Rick groaned loudly, rolling onto his back before slowly sitting up.

"I think my Advil wore off..." he mumbled.

Cap sighed, then the two of them glanced around for Spider-Man. They eventually found him half pinned under some rubble. They quickly got to their feet, running to his side.

"Get that stuff off him and I'll pull him free." Rick declared.

Cap nodded and began lifting the wall of rubble off the web head while Rick grabbed him and pulled him out.

"C'mon Spider-Man..." Rick let out, grabbing the mask and yanking it off in a panic. "Don't you dare die!"

When the mask came off, Cap was surprised to see such a young kid underneath. Having not been present for when Spidey unveiled his age, it was a complete shock.

"Cap, please tell me they taught you CPR back in the 1940's!" Rick pleaded

"I'm sorry… no." Cap replied, a bit unsure of what Rick was talking about.

Rick looked back at Spidey, unsure of what to do. Thankfully, that's when the web head began to cough, slowly showing signs of life once more. The two let out a sigh of relief before Cap looked at Spidey's mask.

"You better put that back on him." he told Rick. "I think he wears that for a reason."

Rick nodded, sliding the mask back on Spidey, though he left his nose and mouth uncovered so he could breathe easier. Once that was finished, he gathered up Spidey in his arms, slowly getting up.

"There's a S.H.I.E.L.D set-up at the edge of the border to help injured civilians." Rick explained to Cap. "I'll get Spider-Man over to it so he can get checked out. I could probably use an actual doctor myself anyhow."

"Better hurry before another wave of these things gets out." Cap cautioned him.

"I'm no stranger to avoiding armies." Rick remarked. "You best go join the rest of the heroes."

"You sure you can make it to the border on your own?" Cap asked.

"Absolutely." Rick assured him. "Besides, right now the city needs Captain America more than it needs Rick Jones."

Cap froze for a moment, those words making him flashback to his last moments with Bucky, and the words his lifelong friend had told him. A distant explosion pulled him from his reverie as Rick turned towards the border.

"Kick their alien butts, Cap." Rick called out as he ran off.

Cap shook his head, gaining focus on the matter at hand.

"Spider-Man is down." he reported over the comms. "We need to end this now! Dr. Pym, how's it coming on the portal?"

…

Hank and Janet were standing over Loki's machine, the latter still gripping Loki's staff as the former examined it closely.

"I think I figured out how to shut the machine down." Hank declared. "I can do it whenever you're ready."

"Then what are you waiting for?!" Cap asked. "Close it!"

Hank the nodded to Jan, giving her the go ahead. She then thrusted the staff through the barrier and at the cube, cutting its connection. The stream of power to the portal snapped, and the portal began to shrink. As it did, one final leviathan attempted to slip through to the city but found itself severed about halfway through as the portal closed around it. As Iron Man was flying through the city blasting stray Chitauri, he looked up and saw the Leviathan head falling towards the roof of the tower.

"Hank, Jan…" Tony let out. "JARVIS, put everything we got into the thrusters!"

 _"I just did sir."_

Iron Man then rocketed towards the tower. As he got to the roof, he unleashed every rocket and explosive in his arsenal at the head. The head began to explode with the sheer force of all the weapons, reducing it to chunks. It also produced a shockwave that hit Iron Man and sent him colliding with the roof of the tower. He bounced hard, then nearly went skidding over the edge before Hank and Jan grabbed his legs to stop him. They pulled him back onto the roof, then they all turned towards the city.

Every Chitauri still alive suddenly slumped forward, falling to the ground in lifeless piles. The Leviathans sank towards the ground, crash landing before letting out what could only be described as death rattles.

 _"Uh… what just happened?"_ Hawkeye asked, looking over the fallen aliens.

"The Chitauri must not be able to breath our planet's atmosphere." Ant-Man deduced. "When we closed the portal, it cut off their connection to whatever was allowing them to survive here."

"So… it's over?" Wasp asked, unable to believe it.

"It… appears so." Ant-Man replied.

Suddenly there was a groaning sound coming from below them. The two looked down to see Iron Man slowly getting up and lifting his face plate.

"What just happened..." he asked.

"We won Tony." Cap informed him over the comms.

"Alright…" He let out, obviously dazed from the multiple blows he'd taken. "Hey. Alright. Good job, guys. Let's just not come in tomorrow. Let's just take a day. Have you ever tried shawarma? There's a shawarma joint about two blocks from here. I don't know what it is, but I wanna try it."

Thor landed on the roof to join the heroes, his face still grim.

"We're not finished yet." He informed them all.

There was an uncomfortable pause.

"Then shawarma afterwards." Tony added at the end.

…

Loki finally managed to pull himself out of the hole Hulk had beaten him into. He was in serious pain but was determined to rise from his defeat. As he sat up slightly, he found himself staring down the shaft of Hawkeye's arrow. Behind him, all the heroes, save for Spider-Man obviously, were standing at his back looking down at Loki. He gulped slightly, a nervous grin on his face.

"If it's all the same to you," he said, trying to sound confident. "I'll have that drink now."

Hulk just gave a sniff.

…

Thor disappeared with Loki and the Tesseract not long after that. He promised to return directly after, mentioning something about a date and Jane. While the Asgardian dealt with his brother, the heroes all gathered in the S.H.I.E.L.D set-up where Rick had taken Spidey. Spidey groaned in pain as he regained consciousness. Laying on a cot right next to him, Rick gave a small cheer.

"He's waking up, finally."

Spidey opened his eyes to see his fellow heroes standing over him, though Tick remained on his bed.

"H-hey guys." he greeted.

"How you feeling, kid?" Clint questioned.

"Been worse… though been better too." he replied. "How'd we do?"

"We won." Cap told him.

"We did more than that." Janet added. "We saved the world."

"Sweet." Spidey let out. "We should celebrate."

"I couldn't agree more, Spider-Man." Fury's voice called out.

The heroes turned to see Fury entering the tent. Behind him, Agents Hill and 13 followed.

"The ten of you saved a lot of lives today." Fury congratulated.

"Eleven." Thor added entering the room. "Sorry for my delay, Loki's imprisonment took longer than anticipated."

"Just glad you're here." Cap told him.

"As am I." Fury added. "Did you recover the cube?"

"Aye." Thor replied, giving Fury a cold stare. "And it is now sealed in the vaults of Asgard, where it belongs."

"Fair enough." Fury relented. "Besides, I never put all my chips on that idea because I was playing something riskier."

Tony raised an eyebrow.

"I think I speak for everyone when I ask you to explain." he said curtly.

"You." Fury answered. "The Avengers Initiative. Bringing together a group of remarkable people, see if they could become something more. See if they could work together when we needed them to, to fight the battles that we never could. You've proven that could work, and if we make this a permanent thing, I know you all could make a real difference in the world."

"No way." Hank interrupted, stepping forward. "Need I remind you that this is all your fault?"

"Aye." Thor agreed. "Your work with the Tesseract is what drew Loki too it. This battle is a symbol to all the realms that the earth is ready for a higher form of war."

"I have to agree with Pym and the Asgardian on this one, Director." Natasha noted. "S.H.I.E.L.D. messed up, and we're going to be feeling the repercussions of this for some time."

Everyone paused for a moment, before Cap finally spoke up.

"I think Fury's right." Cap said.

"Wow." Tony let out in a complete deadpan voice. "Do you just roll over for anyone ranked higher than you?"

"No, I agree Fury's a punk," Cap corrected. "But he's right about making a difference together. Look, one at a time we can take down supervillains and arms dealers, but with threats like this, none of us can do it alone. Together though, united, we have a chance. Together we saved the world, and I believe we can do it again. Not as some S.H.I.E.L.D. task force, but as a team all on our own. Together we can protect the world and avenge the wrongs caused by the likes of Loki, HYDRA, and worse."

"We can be Avengers!" Janet declared.

"Good name." Hulk shared.

"Yeah." Tony agreed. "Sort of an 'Earth's Mightiest Heroes' vibe to it."

"I could get behind it." Hank allowed.

"Aye." Thor interjected. "You have all proven to be capable and honorable warriors. I would be honored to count myself among you."

"That's five." Cap noted. "How about the rest of you?"

"I suppose someone from S.H.I.E.L.D has to keep you loose cannons out of trouble." Clint volunteered.

"And someone has got to keep 'you' out of trouble." Natasha added sardonically.

"Well, if Hulk's in, then I'm in." Rick added. "After all, we're kinda a package deal."

"Fair enough." Cap allowed. "How about you kid?"

"Sounds… pretty good…" Spidey let out. "I'm in."

Cap chuckled a bit.

"How about you, Jimmy?" He asked, looking over at Wolverine.

Wolverine pulled his hood back, giving Cap a small shake of the head.

"A lot has changed since the Commandos, Cap." He answered. "I'm not as much of a team player as I used to be."

"Well this isn't exactly the most ideal team in the world." Cap retorted. "We're all loners and outsiders, but put us together, we can do some real good."

Wolverine let that sink in, then let out a snort, chuckling.

"You always had a way with words, Cap." he said. "Alright I'm in."

"Really?" Clint let out. "I thought his loner's disease would keep him away."

"Eh, he's just scared I'd beat him in a rematch." Hulk retorted.

Wolverine straightened up at that.

"You wanna go Jade Jaws?!" Wolverine let out, extending his claws.

"Bring it, claw guy!" Hulk challenged.

"Outside of the tent!" Hill exclaimed quickly. "Outside!"

Wolverine tackled Hulk outside of the tent as the two had at it. The heroes just looked on as Agent 13 walked over to Cap.

"Heck of a team you've assembled here." Sharon told him, smiling slightly. "There gonna need one hell of a leader."

"I know…" Cap replied. "I just hope I'm the man for the job."

"I know you are." Sharon told him, placing a hand on his shoulder.

...

Elsewhere, out in space, a cloaked creature simply known as "The Other" approached a massive throne where a large figure sat overlooking space.

"Master," The Other spoke. " The Asgardian has failed to bring us the Tesseract."

The figure growled a bit in response.

"Then it would seem these humans aren't the cowering wretches he promised." He said in a booming voice.

"No." The Other confirmed. "They stand. They are unruly and therefore, cannot be ruled."

The figure remained silent for a moment.

"If they cannot be ruled," He declared beginning to rise from his chair. "Then they will be destroyed."

"Master, wait!" The Other pleaded, lowering his head to him. "The might of these humans is not to be dismissed. To challenge them... is to court death."

The figure then turned towards the Other, showing himself as a purple alien in blue and gold armor and helmet. A twisted smirk grew across his face.

"My plan exactly."

...

 **Woo! What a rush! But the story's not over yet. In fact, it's barely begun.**


	20. Some Assembly Required

_Chapter 20: Some Assembly Required_

About a week had passed since the Chitauri invasion, and the city was already working on putting itself back together. Clean-up efforts were in full swing, life was beginning to return to normal, and Peter Parker, also known as Spider-Man, was running late to an incredibly important meeting.

"Of course." Spidey said to himself as he swung across the city. "Typical Parker luck. The first meeting of the Avengers and I end up late. Why is I can never be early for these things?"

He swung around the corner to the address Iron Man had given him, skidding to a stop in front of a large set of iron gates.

"Hey guys!" he greeted swiftly. "Sorry I'm late especially on our first day and ever-"

Spidey's words trailed off as he realized only three people were standing there. One was Pepper Potts, who was tapping at a holographic tablet in her hand with a growing annoyed expression. The second was Hulk, who had his arms crossed and a brooding expression on his face. The third was Rick, who was currently sitting on Hulk's shoulder, waving down at Spider-Man.

"Hey, glad you could make it." Rick greeted,

"Uh… hey." Spidey greeted.

Rick chuckled as Pepper looked up from her tablet.

"Don't feel bad." she told him with a small smile. "When it comes to Tony, showing up at all means he's on time."

"Huh, my girlfriend says the same thing about me." Spidey remarked.

Pepper chuckled a bit, then a figure descended from the sky. The four turned to see Thor landing in front of the gate, Jane Foster in his grasp. He released her, then addressed his friends happily.

"Greetings my friends." Thor greeted. "Are you ready for the coming battles that lay ahead?"

"You ready to get a watch?" Hulk asked irritated.

Both Rick and Spidey chuckled a bit as Jane gave a stretch.

"Yeah, that was my fault." She admitted. "I had to gather all my research notes and explain to Darcy 17 times that Erik was in charge."

"Who's Darcy?" Spidey questioned.

"My intern." Jane explained.

"And as feisty as a bilgesnipe." Thor added.

"I'm sorry, a what?" Rick asked.

"Bilgesnipe." Thor repeated. "You know, huge, scaly, big antlers… you don't have those?"

"Don't think so." Rick replied.

"Never seen one." Spidey added.

"Nope." Hulk replied monosyllabically.

"Well believe you me, you do not want to be on the receiving end of their wrath." Thor explained.

About that time, there was a buzz in the air, then Wasp and Ant-Man arrived. The grew from their insect-sized formed, Wasp straightening her skirt.

"Sorry we're late." she apologized. 'I had to tear Hank away from his ant farm."

"It was an important experiment." Hank argued, sliding his helmet's mask off.

"It was an ant farm." Jan reiterated, rolling her eyes with a smile. "I swear you'd spend all day running around in there if I wasn't around."

"Sounds like how Tony is with his workshop." Pepper commented.

Thor turned to Pym with a smile.

"Friend Pym," he greeted. "I did not expect to see you in thine tiny form. I expected you to be… giant."

Hank raised an eyebrow at that remark.

"Really?" He asked. "Why?"

"Thy giant self seems more... useful." Thor replied honestly.

"Well," Hank began, "actually-"

Before he could continue, an arrow suddenly embedded itself into the wall just inches from Thor's head. Everyone jumped, turning in time to see Clint and Natasha ziplining towards them. Thor side stepped so they could land without hitting him. Once they were on the ground, Clint severed the zipline and reclaimed his arrow.

"Morning everyone." Clint greeted.

"Nice of you to join us, purple arrow." Spidey quipped.

"Took a while for the paperwork to go through, but Clint and I are now the official S.H.I.E.L.D liaison officers with the Avengers." Natasha explained.

"That's… good, I guess." Jan let out.

Clint glanced around at the gathered heroes, his eyes narrowing a bit.

"Where's the Captain?" he questioned. "I figure he would have been the first one here."

"Hulk won that spot." Rick declared.

"Actually, Captain Rogers phoned ahead to let me know he would be late." Pepper interjected. "Something about picking something up from the museum."

From down the street, the twin roar of motorcycle engines could be heard coming towards the heroes. Everyone turned to see two riders approaching. One was obviously Logan, his lack of a helmet showing his signature hairstyle and sideburns. The other was soon revealed to be Steve Rogers, riding an old WWII chopper, still in pristine condition after over 70 years.

The two riders pulled up along the street, killing their engines before climbing off.

"Glad to see the old thing still runs." Logan remarked, smirking at Cap's bike.

"The museum took good care of it." Steve replied, sliding his helmet off.

"I wasn't talking about the bike." Logan quipped.

Rick, Spidey, and Clint were all staring at Cap's motorcycle, Clint letting out a whistle.

"A vintage 1943 Harley Davidson." Clint said in awe. "Gotta admit, I'm a bit jealous."

"You ride around on a Helicarrier, get to travel the world, and you have more tricks in your quiver than most magicians, and you're jealous of a motorcycle?" Spidey questioned.

"Hey, don't mock me kid." Clint warned. "I just recognize quality when I-"

"WHERE'S STARK?!" Hulk suddenly bellowed, gathering everyone's attention.

Thankfully for everyone, that's when Iron Man descended from the skies.

"Sorry everyone." Tony apologized as he landed and took off his helmet. "I got caught up in a meeting."

Pepper let out a cough, and everyone could swear that they heard her say "liar" in the middle of it.

"... well ok I missed that meeting too." Tony admitted.

"Alright, what's this all about Tony?" Cap asked. "You said this meeting was important."

"And it is." Tony assured him. "Ladies and Gentlemen, and Hulk, welcome to Avengers Mansion!"

Tony gestured to the massive mansion behind the iron gates everyone had gathered in front of. They opened, allowing everyone to walk up to the large, multi-storied building. It was obviously an older building, as shown by the rustic brick exterior, as well as the various towers decorating the corners. It looked very much like the set of the original Annie movie. Spidey whistled in response as everyone made their way inside.

…

Inside the mansion, Spidey tapped on some kind of metal console on the wall.

"Nifty." Spidey remarked.

 _"Thank you Spider-Man"_ a British voice replied, causing Spider-Man to jump back.

"I see you've met JARVIS." Tony commented, patting Spidey's shoulder. "He's my personal A.I. system, and he's hardwired into the entire mansion. Anything you need, just tell him and he'll make it happen."

"An impressive palace, Stark." Thor complimented. "How did you come into it?"

"It actually used to be a museum for the Maria Stark Foundation," Tony explained. "My mother's home. I've had it upgraded since the invasion, so it can serve as our headquarters."

"Swanky." Wasp let out.

"A definite upgrade from the lab back in New Mexico." Jane commented, looking around in awe.

"Glad you like it." Tony replied. "Come on, let me show you around."

…

"There's a fully stocked kitchen with chef on call." Tony told them, showing off the kitchen.

Hulk made a beeline for the fridge, throwing the door open and immediately stuffing his face. Rick, who was still perched on his shoulder, looked down at the spread and drooled.

"Hulk, please tell me that's chocolate pudding on the top shelf." he begged.

Rather than say anything, Hulk just grabbed the pudding, dropping it in Rick's lap. Rick ripped the lid off the pudding, chugging it like it was water. Eventually, they both looked up, letting out belches simultaneously.

"Ew." Jan said with a wince.

"Hey Stark, this place got a bar?" Logan asked.

Tony responded by flipping a switch on the counter, which caused a wine rack to rise. It contained several alcoholic beverages, not all of them wine.

"Take your pick." Tony told him.

"I'm liking this place more and more." Logan marveled as he grabbed a bottle of whiskey.

He used one of his claws to pop off the lid before chugging it down.

…

"About two dozen room with room service and maid service," Tony continued, showing off the living quarters for the team members. "I made sure to double up Rick and Hulk for obvious reasons, though I wasn't sure if I should do the same for Dr. Pym and Jan."

"Separate rooms are perfect." Jan answered quickly, blushing slightly.

"Riiiiight." Tony let out coyly. "Let's move on."

…

"Also, a lounge/theatre, with just about every form of audio visual entertainment on the planet." Tony concluded.

Spidey landed on the couch and webbed a remote into his hand. He used it to turn on the tv, which opened to a news report interview of his least favorite critic, J. Jonah Jameson.

 _"Superheroes?"_ Jameson let out. _"It's the duty of every New Yorker to report on these masked miscreants. Especially that web headed menace, Spider-Man!"_

Spidey switched off the TV, letting out a groan as he flopped back on the couch. Clint placed a hand on his shoulder.

"Doesn't that jerk ever shut up?" Spidey asked, irritated.

"Bad press is just a part of the job description, kid." Clint remarked. "Besides, maybe later I'll puncture the tires on his car for ya."

"That be nice." Spidey replied.

"This is pretty impressive Tony." Cap admitted. "But don't tell me this is what you spent the past week on?"

"Nah, this only took me a few days." Tony dismissed. "Which reminds me, you're all gonna need these."

Tony then took out a set of identification cards with a giant A on them.

"These ID cards are linked to the Stark Industries network." he explained. "They'll give you access to the mansion and all its resources as well as give satellite communication just about anywhere on the planet."

He handed each hero a card, pausing at Hulk before turning to Rick.

"I think I best give this to you." he remarked. "It's a very delicate piece of machinery and I'm afraid he'd snap it."

"He probably would." Rick agreed, taking the card before pausing. "Do I get one too?"

"Since you're the Hulk's handler, it would only make sense for you to." Tony allowed. "But don't let this make you think you're an Avenger."

"Like you said, I'm Hulk's handler, and between you and me, I'm perfectly happy with that." Rick replied.

Spidey looked at his card, holding it up to Tony.

"So… uh, does this get me any discounts anywhere?" he questioned.

"I think the Avengers need to put in a few more hours before we can think about that." Tony remarked. "But the tour is far from done, and frankly, I think you'll all like what's next."

As Tony finished, the fireplace began rising, revealing a hidden elevator.

"Nifty." Jan marveled before flying inside.

Everyone piled into the elevator, which was thankfully big enough for Hulk's girth, and began their descent. The elevator shaft was clear, giving everyone a stunning view of the spacious subterranean space.

"Behold… the sublevels." Tony introduced.

There was a collective gasp as everyone looked on.

"Hey, that looks like our particle lab back at the college, Hank." Jan noticed, pointing out the lab in question. "There's even a spot for your portable work station."

"The mansion has a massive scientific lab, as well as, like Jan mentioned, space for Hanks modular lab and my armory." Tony elaborated. "There's even a lab for you Dr. Foster. Call it an apology for my… comments before."

"I even see a lab for Bruce." Rick commented. "Provided you ever let him out, big guy."

Hulk just smirked, then Spider-Man noted one other lab in the corner. It was significantly smaller than the others, and almost resembled a high school chemistry lab.

"What's that space in the corner?" Spidey questioned.

"That's for you kid." Tony answered. "Call it a place for you to do your homework."

The elevator finally came to a stop, letting its occupants exit and Tony to resume the tour. He then led them to a catwalk that stood over a massive body of water.

"Questionable place to put a pool, don't you think Tony?" Cap asked.

"Don't be silly, the pools on the roof." Tony dismissed. "This is a hanger for…"

Tony pressed a few buttons, allowing the waters to part and a large red jet to rise for them to see and marvel.

"... two prototype, high speed aerial shuttles. The Quinjets." Tony continued. "With weapons, shields, and speeds up to Mach 8. For those of us who can't fly."

"Yeah, I think I'll stick to my webs, thank you very much." Spidey commented. "I don't do planes."

"Yeah and I'm used to riding on the big guy." Rick interjected.

"It can also go into space." Tony added.

Rick and Spidey exchanged glances, then both looked a bit sheepish.

"Okay, I can't do that." Spidey admitted.

"I don't know about Hulk, but I know I can't." Rick added.

"Next, there's the training room." Tony proceeded.

"What, like a gym?" Cap asked.

"Like." Tony replied smirking.

…

Cap found himself standing in a barren, metal room, his grip tight on his shield as he waited. Suddenly, a missile launcher rose up from the ground and began firing at him. Cap jumped onto the wall and sprang forward with his shield in front of him, blocking the incoming missiles. As the smoke cleared, Cap threw his shield at the launcher, destroying it.

In another part of the training room, Spider-Man was swinging around a large corridor, trying to avoid massive steel balls swinging at him. He jumped onto one and show out a web line to pull one in closer, causing the two to collide. As he was about to swing off, he got hit by another one passing by.

Natasha meanwhile, was running through a metal hallway. Suddenly, the walls sprouted mini turrets that began firing at her. She began dodging and flipping out of the way of the blasts, using her guns and stings to destroy the turrets as she did so.

Up in an observation booth, Tony watch the Avengers train with a small smirk. Beside him, Logan examined the set-up with no small amount of nostalgia.

"Kinda reminds me of the danger room back with the X-Men." Logan noted. "You didn't steal the plans for the institute, did you?"

"If by steal you mean the schematics showed up in an email that was sent to me a few days after we formed this team then yes." Tony answered.

Logan chuckled, downing another swig of his whiskey.

"Good ole Chuck." he said under his breath.

In yet another part of the training room, Hulk was going up against and oversized compactor which was threatening to crush him. He growled and strained against the pressure, then let out a yell, shoving the two parts of the compactor apart hard enough to destroy the machinery. Tony, Rick, and Logan turned to see the destruction.

"Exercise complete." JARVIS declared.

"That all you got, Tin Man?" Hulk asked.

Rick turned to Tony with an apologetic look.

"Sorry about your training room." he muttered.

"Relax Rick it's self-repairing." Tony reassured. "And by the way Hulk, that was level one, of ten."

Hulk smirked, cracking his knuckles in anticipation.

…

After getting everyone out of the training room, Tony led them into the last room on his grand tour.

"And last, but not least," Tony concluded. "The Assembly Hall."

A door opened to reveal a mostly empty blue room, save for a large red table that had ten chairs around it. Everyone looked around, a few claiming chairs as their own. As they did this, Hank approached Tony with a slightly skeptical look.

"All the money you've thrown into this is very impressive, Tony." Hank commented. "I can't help but wonder why."

"Hey, I believe in Cap's plan." Tony told him. "I'm just putting in the money to make it a reality."

"I guess you're right." Hank allowed. "Of course, it takes more than fancy equipment to make a team."

"I know that." Tony informed him. "It's gonna take all of us to make the Avengers a real team. I'm just trying to give it the push it needs to get started."

…

A few days had passed since Tony had unveiled the Mansion. A few of the members had moved in and had made themselves at home. Among these members were Thor (plus Jane Foster), Widow, Clint, Hulk (plus Rick), Logan, and Cap. The rest merely came and went as they pleased, though one of these members was thinking of changing that.

"I found this nice room on the east wing with and it has an amazing view of the entire city." Jan told Hank down in the mansion's modular lab. "It's absolutely perfect."

Hank perked up in surprise.

"You're thinking of moving in?" Hank asked. "Don't you have a penthouse in the city?"

"And yet I spend more time sleeping in the guest room of your apartment." Jan pointed out. "Besides, I think moving in is a great idea. Why don't you?"

"I… guess I hadn't thought about it." Hank replied.

"Look, you agreed that the Avengers was a good idea." Jan argued. "And good ideas are worth putting time and effort into."

"I am on board with the idea," Hank tried to explain. "But just because Tony and Cap say we're a team doesn't mean we are. We're ten strangers under one roof. It takes time and patience to make a team. It takes trust."

"And a good way to build trust is to get to know your teammates so you aren't strangers." Jan said. "Like spending time with them, maybe moving in to the large mansion we all share? Hmm?"

Hank tried to respond but couldn't think of anything.

"I can't argue with you, can I?" Hank asked, standing up and wrapping an arm around her waist.

"Nope." Jan replied, pecking him on the cheek before sliding out of his grip. "I'm gonna go pack."

She sauntered out of the room, giving Hank a demure wave as she did. Hank couldn't help but chuckle in response.

…

Hank wasn't the only one making use of the lab. Over in his corner lab, Spider-Man was working on mixing up more of his web fluid. It was nice not having to swipe chemicals from his science class every day, so he took full advantage of his new work station.

"Hmm…" he pondered, going over his concoction. "This new strain should make my webs at least twice as strong as usual."

As he stirred his sticky concoction, Tony approached him from behind.

"Hey, Underoos." he called. "Set the science homework aside, I've got something to show you."

Spidey just groaned as he went over to Tony.

"Will you please stop calling me that?" Spidey insisted.

"Maybe when you stop wearing those oversized pajamas, Pete." Tony replied, lifting a metal suitcase onto Spidey's desk.

"Didn't we go over this already?" Spidey asked. "I told you that I-"

He cut himself off, finally catching on to the last bit of Tony's sentence, specifically his nonchalant use of his name.

"Did you just use my name?" Spidey asked. "Did Hawkeye tell you?"

"Kid, I hacked into S.H.I.E.L.D's secure files." Tony reminded him, unlocking the case. "You seriously think I didn't take a peek at your personnel file?"

Spidey sagged a bit, face palming.

"Look, just… don't tell anyone okay?" He begged. "Please."

"Not a problem, Underoos." Tony declared. "In the meantime, why don't you take a look at this."

"I told you don't call me-"

Before he could finish, Tony opened the case, showcasing a brand-new Spider-Man costume. Spidey went wide eyed at the sight. It looked like his usual costume, but much more streamlined and polished.

"Whoa..." Spidey let out. "You… You made this?"

"I had some time in between installing the security system and furnishing the living quarters." Tony admitted. "Go on and try it on."

Spidey took the suit and quickly switched his out his old costume with his new one.

"Ok… wow." Spidey let out. "This is amazing. I love it!

"Just wait 'til you get acquainted with the special features I added." Tony told him.

Spidey looked in a mirror and saw that his Spider-Man mask eyes reacted the same way as his own eyes.

"You put sensors in the lenses?" Spidey asked.

"I managed to get a look at one of your spare masks and I noticed the severely tinted lenses." Tony explained. "I'm assuming that your spider-based powers came with spider-vision. Probably feels like someone dialed up the brightness to 11."

"Exactly." Spidey explained. "When I got my powers, if felt like everything was enhanced. So much so that at times it was hard to filter everything I needed to. Not exactly the best when people are constantly shooting at you. So that kinda evened things out."

"Well, the sensors are only one piece of your new suit. You left a sample of your web fluid back on the Helicarrier. I took it, analyzed it, and I cooked up a few web combinations I think you'll like."

"Neat I'll admit," Spidey shared. "Though I'm kinda worried what you might have put in here."

"Just a few essentials." Tony promised. "However, since you're used to a more low-tech suit, I installed a training wheels program to ease you into the change. Can't have you flubbing out while we're on a mission, now can we?"

"True." Spidey allowed. "Though, 'training wheels'? Really? Do you just take every available opportunity to belittle me?"

"Hey, I gotta get my kicks in somewhere, and you're the only member of the team that won't kill me. Well, Cap might not, but I'm not going to belittle a senior citizen."

Spidey chuckled a bit at that joke.

"Yeah I guess." he relented. "All the same… thanks."

"Hey, don't sweat it, kid." Tony told him. "Now, why don't you go test out your new suit in the training room, break it in and all that."

Spidey nodded before swinging off to try out his new suit. Tony watched him go, a small smile on his face.

"You know, most kids his age are asking for video games." Jane commented, walking up beside him. "Then again, he's no ordinary kid."

"That's for sure." Tony agreed.

"So, why take such an interest in him?" she asked. "I never pictured you as the fatherly type, Stark."

"Well my own father was never really the supportive type." Tony shared. "Thought I could try and break the chain with Spider-Man."

Jane chuckled lightly, patting Tony on the shoulder.

"You're a good man, Tony Stark." she complimented him before turning towards her lab table. "No matter what the tabloids say about you."

…

Rick and Hulk were in the kitchen, every available piece of lunch meat and sliced cheese out on the counter before them. Rick had a large hoagie roll out in front of him and a determined look on his face.

"Roast beef!" he called out like a surgeon asking for tools.

Hulk dropped the desired meat into Rick's outstretched hand, allowing him to spread the entire package out on the hoagie roll.

"Cheddar!" Rick let out.

Hulk handed him the cheddar, Rick adding it to the sandwich. This went on for a while with alternating layers of meat and cheese stacking up until the sandwich was one that Dagwood would be jealous of.

"Alright big guy, here it is." Rick proclaimed as he slapped the top half of the bread on the sandwich.

Hulk wasted no time taking it and scarfing it down. It was at that time that Thor entered the room, taking notice of the beast's hunger.

"It would seem the Hulk possesses an appetite that would rival Volstagg the Enormous." Thor commented.

"Who's Volstagg?" Rick asked, making himself a sandwich, albeit much smaller than the Hulk's

"He is one of the Warriors Three." Thor explained. "Friends of mine back on Asgard."

"Oh yeah, the realm you're from." Rick remembered. "What's it like?"

"Majestic." Thor told him. "A kingdom of splendor filled with the bravest of warriors. It is a peaceful and prosperous place."

He chuckled a bit, glancing up at Hulk.

"Your friend would be welcomed there readily." He added. "We accept warriors of all shapes, sizes, and colors."

Both Rick and Hulk smiled at the prospect.

"You hear that, Hulk?" Rick said with a grin. "A world that would accept you as a hero."

Hulk nodded before taking another bite out of his sandwich.

"I must ask," Thor spoke again. "How did you and the Hulk come to know each other? You seem to be the only human he respects."

Rick chuckled a bit, though it seemed a bit forced. He set his sandwich down, looking away wistfully.

"It's because I'm the reason he exists." Rick explained.

Thor raised an eyebrow in confusion.

"I'm not sure I understand." Thor replied.

Rick sighed.

"Have you ever made a mistake?" he asked. "Like, you thought you were above the consequences, and even if there were any, the results would be worth the risk?"

"On occasion," Thor responded. "And such an act brought about the beast?"

Rick nodded.

"My first year of college." Rick began. "I had a class with the most beautiful girl on campus. She wouldn't even give me the time of day. I wanted to prove I was worthy of her notice, so I did something… well, incredibly stupid."

Hulk had finished his sandwich and had placed a massive hand on Rick's shoulders. Rick smirked a bit, patting Hulk's hand.

"I lived out in Nevada where the old bomb testing sites were." he continued. "So, I thought I go out onto one of the military bases, you know, snap some selfies with the No Trespassing signs, grab some green glass, and win her notice, and if I was lucky, something… more."

"I take it things didn't go as planned." Thor guessed.

Rick snorted.

"Not even close. I'm sitting in my car, minding my own business, when a military jeep screeches up next to me. In it was Bruce, and he just told me to get in. I did, and he floored it towards this lead-lined observation booth. We get there, and the door is slowly closing. Bruce shoves me through it seconds before it slams shut, trapping him outside, and me inside..."

He looked away for a bit, clenching his fists.

"That's when the Gamma Bomb went off."

"And this, 'bomb' turned Dr. Banner into the Hulk?" Thor asked.

Rick nodded.

"If I hadn't been out on the stupid testing sight, Dr. Banner wouldn't have had to save me, and he'd be eating Caviar with Betty Ross in Las Vegas, not a fugitive from the law."

"Perhaps, but without your reckless actions, the Hulk would not be here, and not be able to save the lives he has." Thor countered. "Sometimes recklessness lends itself to greater things… such as humility."

Rick raised an eyebrow.

"Why do I get the feeling your referring to something that happened to you?"

Thor chuckled a bit before continuing.

"Believe it or not, I wasn't always the noble hero you see today." Thor admitted. "I used to be a spoiled arrogant prince on the verge of becoming king."

"Then what happened?"

"On the day of my coronation, some Frost Giants snuck into Asgard and tried to break into the weapons vault." Thor explained. "More than a bit irritated by this, I wanted to go to Jotunheim, the realm of the Frost Giants, and find out why and how they came into Asgard, but my father wouldn't allow it."

"And let me guess, you listened to him for about 2 seconds before going anyway." Rick hypothesized.

"Aye." Thor confirmed. "I, Lady Sif, the Warriors three, and Loki, journeyed to Jotunheim. We weren't there long before I, in all my wisdom, started a fight. Odin saved us but not before Laufey, king of the Frost Giants at the time, declared war on Asgard. Enraged by my actions, Odin took away my powers and sent me to earth, in some hope that I would learn humility."

"Wait… you got grounded?" Rick said with a snort. "The God of Thunder got grounded!"

"Amazing I know." Thor remarked. "It wasn't long after I came to earth that I ran into Jane. Or more accurately, she ran into me. With her van."

Now Hulk was the one laughing. Rick was too.

"She hit you with her van?" Rick cackled.

"Then her friend Darcy tazed me." Thor added.

This had both Hulk and Rick laughing hard, the latter slapping the table. After a good minute, the laughter died somewhat, Rick wiping a tear from his eye.

"Man, talk about a bad day." he said in between giggles.

"Indeed." Thor agreed. "Though I am glad it all happened."

"You're glad?" Rick questioned skeptically.

"Well maybe not the tazing part," Thor admitted. "But it was through being on earth and getting to know Jane that I truly learned what it meant to be a warrior, and a hero. If it weren't for my recklessness, I never would have become what I am today."

Rick thought that over, looking back at the Hulk.

"I guess the same could be said for us." he remarked. "If I hadn't gone out on that site, Hulk wouldn't exist, but neither would the people he's saved."

"Verily." Thor agreed.

Hulk crossed his arms, smiling.

"Glad to know there are others who don't think I'm a monster." he declared.

Thor and Rick just smiled in response.

…

Back in the training room, Black Widow and Hawkeye were working on some target practice. They were back to back, taking shots at various guns and other projectiles coming their way.

"I'll admit, this definitely beats the old S.H.I.E.L.D training facility back on the Helicarrier." Widow let out.

"It's one of the perks of this little project." Clint admitted. "But you have to admit, the Avengers are a disaster waiting to happen."

Widow fired at a target, striking it easily before giving Clint a confused look.

"What do you mean?"

"Come on Nat," Clint explained shooting a few more targets. "Just about everyone in this mansion is a disaster waiting to happen. Iron Man is incapable of working with anyone other than himself, Thor's torn between like ten other worlds, the Hulk is a bomb on the verge of going off, Wolverine is a born loner, Spider-Man is just a kid, Ant-Man, couldn't be less interested in fighting criminals, and Wasp belongs on the party circuit, not law enforcement."

"What about Rick?" Widow asked.

"Rick is not an Avenger." Clint replied. "Calling the kid an Avenger is like saying my bow is a member of the team."

"And what about Captain Rogers?"

Clint paused for a moment before letting loose another arrow.

"Ok, Cap seems to be the only one who seems to know what he's doing." Clint admitted.

Widow let loose a few more shots before going back to back with Clint again.

"Do you remember how we were when we were first partnered up?" she asked him.

"How could I forget." Clint recalled. "You hated my guts."

"There was a pool on how long it would take for one of us to kill the other." Widow remembered. "As I recall, everyone thought I'd kill you."

"You'd try." he replied.

"Then Budapest happened." Widow continued. "Trapped behind enemy lines, no communication, barely any ammo, and I had a broken leg. First time I ever had to rely on someone else."

"Yeah, good times." Clint recalled. "What's your point?"

"My point is that we were a joke to S.H.I.E.L.D, one that everyone thought would fail. But, over time, we became the best team there was." Widow informed him. "And the Avengers can be too, if we work on it and make it so."

"Maybe, but I'm just concerned that they'll blow up the city or something trying to 'get along'" Clint shared, firing an arrow so it would bounce off the wall and hit the target.

"Then we'll just have to make sure that doesn't happen." Widow replied. "Duck."

Hawkeye ducked just as Widow fired, hitting a target directly behind him. Clint then stood up facing Natasha.

"I think I won this round." Natasha declared.

Clint fired an arrow at the ground that bounced under her and hit a target behind her.

"You were saying?" Clint asked smirking.

…

Up on the roof of the mansion, sitting with his feet dangling over the ledge, Logan looked out at the rising sun, a Cuban cigar in his mouth.

"Hell of a place to get some privacy." Cap remarked, coming up onto the roof.

Logan turned to see his old war buddy joining him.

"Hey Cap." Logan greeted.

Steve slid next to Logan, looking out at the city with a sigh.

"Remember when we used to sit on the roof of the garrison building?" Cap remembered. "Dum Dum would bring the scotch, and we'd all drink and play cards until the General found us."

"Yeah," Logan recalled. "Good times…"

"So…" Cap spoke up. "I'm still a bit curious about your new metal claws."

"Funny story about that," Logan told him. "I got caught by these psychos called the Weapon X program. They pumped my body full of a metal called Adamantium."

Cap looked at his old friend in horror.

"Why did they do that?"

"Don't know." Wolverine admitted. "I don't really remember much. I guess they just wanted to turn me into a weapon."

"Even in the future, there are still monsters." Cap lamented.

"Hatred and prejudice are a constant, Cap." Logan explained, taking a drag from his cigar. "The targets have just shifted."

"How'd you get out?" Cap questioned.

"Fought my way out." Logan answered. "I ran, and I kept running."

"And your other team?" Cap asked, trying to remember. "I remember Fury mentioning something about you being an 'X-man'?"

"The X-Men found me." Logan explained. "They gave me a home and a new reason to fight."

"What changed?" Cap asked. "Why'd you leave?"

"...it involved a woman." he finally told him.

Cap chuckled.

"Doesn't it always?" he remarked. "What's her name?"

"Jean. Jean Grey."

"She pretty?"

"Beautiful. Problem was though, she was with someone else."

Cap winced.

"Been there." He remarked. "I'm guessing her date found out?"

"Yeah. tried to blast me with his fancy laser eyes."

Cap blinked.

"Laser eyes… Remember when the weirdest things in the world were us?"

"Yeah, turns out the world's gotten a lot freakier since 1945."

"I can tell." Steve replied. "Size-changing heroes, man-made monsters, mutants, aliens, god-like beings… I feel like I've stepped into a different world rather than a different time."

"It can feel that way sometimes." Logan replied. "And I had to get here the long way."

Steve nodded, then set down a bottle of scotch and a deck of cards.

"Just because everything's changed, doesn't mean some things can't stay the same." He declared. "Still know how to play Texas hold 'em?"

Logan chuckled a bit.

"I think a few memories of that survived." Logan replied.

The two old friends smiled as Steve dealt the cards, enjoying a moment of reverie.

...

 **Another Chapter posted. Not really action based but a nice little character story. Expect quite a few of those scattered throughout of the Avengers just being themselves and hanging out. Don't worry though, more action is right around the corner. Hope you enjoyed it and stay tuned for more.**


	21. Ready AIM Fire

_Chapter 21: Ready A.I.M. Fire_

New York was a mess after the Chitauri invasion. Repair efforts were still in full swing with many New York citizens still displaced after their homes were destroyed. Leviathans and their long dead masters were still being cleaned up, and all their tech gathered for storage and disposal. The department of Damage Control, the clean-up crew created by S.H.I.E.L.D. to clean up superhero battles, was charged with restoring New York to what it was before. With the help of the Avengers, though mostly Stark Industries, the efforts were beginning to bear fruit.

Of course, while there were many who tried to help their fellow man in the aftermath of this crisis, there were those who sought to exploit the chaos.

During one of Damage Controls clean-up efforts with one of the destroyed Leviathans, a shady looking van pulled up a block away from the site. The back door opened, allowing a group of A.I.M agents to burst out and charged towards the workers.

"Remember, take out the workers, but none of the tech is to be harmed." one of the agents instructed.

"Yes sir." another agent replied.

As they approached the site, the opened fire on the men working at the site, killing them all instantly. As one of the agents kept shooting, one of the blasts hit one of the Chitauri chariots, badly damaging it.

"You imbecile!" the leader snapped. "I said don't harm the equipment!"

"Sorry sir." the agent apologized. "I just-"

Before he could finish, the leader blasted him in the chest, killing him.

"A.I.M. has no room for bunglers." he responded. "Pack everything up and let's move out!"

The other agents nodded as they began collecting the weapons and armor.

…

Up above the city, Spider-man was swinging across the skyline, marveling at his new suit.

"This is completely awesome." he declared, making a sharp turn with his webs. "It feels so much sleeker. And the lenses really help focus things up. Haven't felt this much thrill in a new costume since the black suit. Except that one was..."

He just shivered at the memory of his former attire. Feeling his mood soured a bit, Spidey perched on a lamppost to calm down for a bit.

"Get it together, Parker." he chastised himself. "That's over and done with. Stop thinking about it. Besides, life is good. New suit, part of a superhero team, what could poss-"

As he perched there, his Spidey senses began to tingle, pulling him from his reverie. He turned, just as the gunshot rang out.

"I just had to ruin the mood, didn't I?" he asked himself before swinging off.

Not too far away, the A.I.M. had just finished loading up the last of the alien technology into the van as Spider-Man landed on a wall just across the street.

"Ooookay… high tech bee keepers stealing alien technology." Spidey observed. "I gotta say, you gotta try really hard to make the Norse god of thunder look mundane in comparison."

Shooting out a string of web fluid, Spidey jumped off the lamp post, landing on the roof of the car.

"Excuse me, but I'm gonna need to see some identification." He declared, peering down at the A.I.M. cronies.

"It's Spider-Man!" one of the agents called out.

"That's my name." Spidey confirmed. "Though some just call me Spidey. Also, web head, amazing, spectacular. Just don't call me late for dinner."

One of the agents tried blasting at Spidey, but he just jumped off the roof before the blast could hit him. As he landed, he crossed his arms and shot out two web lines, each attached to an A.I.M. agent. He then uncrossed his arms and brought the two agents together, knocking them out.

"Too easy." he declared. "Guess after an alien invasion, normal crooks just don't cut it anymore."

One of the agents aimed his weapon at him, but Spidey just webbed the barrel before whipping it out of his hands.

"Now hasn't your mother warned you about playing with guns?" Spidey asked, sounding like a disapproving father. "You'll shoot your eye out."

Spidey then webbed the agent to the side of the van, completely immobilizing him.

"Now go to your room and think about what you've done."

Getting annoyed by Spider-Man taking out his men, the leader pulled out a concussion grenade and tossed it at the ground. Spidey noticed this and tried to jump back and avoid it, but the blast still knocked him back, allowing the agents to pile into their van and escape. Spider-Man rubbed his head as he sat up, watching the van speed away.

"That… could have gone better." Spidey let out.

…

Spidey stumbled into Avenger's Mansion, still a bit disoriented from the grenade. As he closed the door behind him, JARVIS' voice came over the system.

 _"Welcome back Spider-Man."_ he greeted.

"Thank you, JARVIS." Spider-Man greeted. "Does this palace have any Advil or something?"

About that time, Rick walked into the parlor, immediately laying eyes on the swaying spider.

"Dang… what happened to you?" he asked, approaching the web-head. "You look like you took a concussion grenade to the face."

"Hey what do you know? That's exactly what happened." Spidey confirmed.

Rick winced, putting an arm around the hero.

"C'mon. I've got a stash of painkillers in my room." he explained. "I keep them on standby for just in case."

"You… are a godsend…. You know that?"

Rick chuckled.

"That's what Bruce keeps telling me."

…

Rick got Spidey up to the room he shared with Hulk. Once there, he fished out some pills, a bottle of water, as well as an ice pack, handing all three to Spidey.

"You can take the mask off if you want." Rick offered. "I've already seen your face and nobody's stupid enough to barge in here unannounced."

"Fair enough." Spidey relented, yanking off the mask.

Peter then took the pills and water and proceeded to down them both.

"So, how did your face meet the explosive end of a concussion grenade?" Rick asked.

"Fought off some beekeepers stealing Chitauri leftovers." Peter told him

"Beekeepers? Seriously?".

"I know, weird. Right?" Spidey replied.

"Yeah, definitely weird… but why would beekeepers want Chitauri tech?"

"I have no idea," Peter replied, before having an idea. "But we have a super computer down stairs who can find out."

…

Down below in the Assembly Hall, the two boys gathered in front of the super computer, doing a search for evil beekeepers.

"Man, there are a lot bad guys in S.H.I.E.L.D.'s most wanted list." Spidey remarked. "I've been doing this gig for about a year now and I've only come across half of these guys."

"I've just seen Gamma irradiated villains myself." Rick noted, bringing up a file on The Leader. "Like this guy. Supposedly one of the smartest criminal masterminds in the world. Hulk threw him through two buildings."

"Yikes." Spidey let out, noting another bad guy file. "Oh, this one's high on the arch villain list, Doctor Octopus."

Rick snorted, pulling up the file.

"Doctor Octopus? Seriously? That's his villain name?"

"Yup." Spidey confirmed. "A mad scientist with four metallic arms welded to his body. Kinda your typical 'take over the world evil scientist' but that mind combined with those arms, he's about as dangerous as…"

Spidey's face dropped a bit, thinking on one of his enemies that had tormented him for quite some time.

"As dangerous as whom?" Rick asked, both curious and a bit worried.

Spidey snapped back into the moment.

"No one." he quickly brushed off. "Nothing… let's move on."

"Right..." Rick agreed, albeit reluctantly. "Hey JARVIS, can you find anything on bad guys that dress up as evil beekeepers?"

 _"I do believe you are searching for A.I.M, Mr. Jones."_ JARVIS answered.

"A.I.?M." Both Spidey and Rick asked in unison.

To answer their question, JARVIS brought up the file on A.I.M. for the two to go over.

"Advanced Ideas Mechanics..." Spidey read.

"I've never heard of them." Rick commented. "You?"

"No." Spidey replied before reading off their file. "Apparently they're a tech-based terrorist group who use their genius for profit. Mainly selling high grade weapons to super villains."

"And you said they were making off with a bunch of alien tech." Rick remembered. "Three guesses what they plan on doing with that."

"Make some of the most dangerous toys to hit the market." Peter hypothesized. "We gotta stop them."

"Right." Rick agreed, pulling out his I.D. card. "You gonna do it, or am I?"

"Allow me." Spidey decided as he pulls out his card. "Avengers Assemble!"

…

Soon, all the members of the Avengers were gathered in the Assembly Hall, where Spidey and Rick were waiting for them.

"If either of you are trying to pull a prank, I will be very unhappy." Tony Remarked, lifting his visor.

"Not this time Stark," Spidey, who had since put his mask back on, told him. "Does the group, A.I.M. ring any bells?"

Both Jan and Hank perked up a bit, exchanging glances.

"Bunch of beekeepers with weaponry that seems out of the ordinary?" Jan asked.

"That's them." Spidey confirmed.

"You've dealt with them before?" Cap asked.

"Some of their agents broke into my lab a while back." Hank told them. "They wanted the Pym particle."

"Hank kicked their butts and sent them packing no sweat though." Jan added with a grin.

"Well, they've moved up to bigger game." Rick reported. "Spidey caught them stealing a shipment of Chitauri tech from a clean-up sight."

"And you didn't think to call for backup?" Clint asked.

"I thought I could handle it, ok?" Spidey retorted.

"Kid, you're not a one-man-show anymore." Tony chastised. "We're a team now, and teams need to communicate, especially about something as big as A.I.M."

"Alright, that's enough." Cap interrupted. "We can work on team building later, right now we need to focus on A.I.M. If they struck a Damage Control clean up sight, they'll probably try again for more."

"Right." Tony agreed. "JARVIS, how many clean-up sites are still pulling tech out?"

"Uploading map now sir."

The screen showed several sites scattered across the city, eliciting a large groan from Jan.

"Oh, come on, that many?!" she let out. "There's no way we can cover them all!"

"I don't think we have to." Cap commented, eying the map strategically. "Spider-Man, which of these sites did you see these A.I.M. characters robbing?"

Spidey gestured to one of the smaller sights, one near the edge of town with less destruction to make for easy getaway.

"A.I.M is targeting sites that are easily accessible with a vehicle." Cap declared. "That way they can grab what they need and escape easily without having to deal with road construction. More than that, these smaller sights are usually undermanned, with most of our manpower dealing with the Leviathan corpses in the middle of downtown."

"So, we just have to stake out sights with easy road access." Clint deduced. "Sounds simple enough."

"Except there are still dozens of sights that fit the Cap's description." Tony remarked. "Still a lot of ground to cover, even for us."

"Maybe… we'll need to narrow it down some more." Cap agreed. "You say they specialize in weapons tech, yes?"

"Yeah." Hank confirmed.

"Then we can eliminate the sights not recovering anything that could be seen or used as a weapon." Cap noted. "As well as any clean up sights that are simply reconstruction projects."

JARVIS removed the sights based on the Captains descriptions, leaving about six sights remaining. Cap smirked at the number.

"Think this is a bit more manageable, Wasp?" Cap asked.

"I think we can handle six." Jan allowed.

"Since we'll have multiple targets, it would make sense to split into teams." Natasha determined.

"You can take Hawkeye and man this one." Cap suggested, pointing at a sight surrounded by tall buildings that were not in complete disarray. "The high vantage point will suit Hawkeye's talents, and the alleys will provide you with the element of surprise."

"Sounds like a plan to me." Clint replied, pulling out his bow.

"Ant-Man, you and Wasp take this one near a construction site." Cap continued. "Plenty of small spaces for you to make use of."

"Aye-aye Captain." Wasp saluted as she shrunk down and sprouted her wings.

"Wait up, Jan!" Hank let out, shrinking quickly before hitching a ride on Antony.

"Rick, take the Big Guy and stake out the site on the edge of town." Cap told him. "Less intact buildings for him to worry about."

"Right." Rick replied. "Come on, big guy. I'll grab us some Subway, so we have something to eat while we wait."

"I like the sound of that." Hulk replied as they went out.

"Tony," Cap spoke again. "Take Thor and take this one near the power station. Considering one of you is a 'genius, billionaire, playboy philanthropist' and the other is the God of Thunder, I'm certain you can find a way to make use of your surroundings."

"A wise call, Captain." Thor concurred. "Come Stark, battle awaits!"

Thor spun his hammer and launched himself towards the door. Tony just closed his faceplate and followed.

"Logan, you and I will take this sight." Cap concluded. "There's a Barbecue place we can stake out at with an ideal vantage point."

"And beer." Logan added. "Smart."

"Drinking on the job, Wolfie?" Spidey joked. "I was under the impression we had to keep our wits about us."

"Guess that leaves this one to you Spider-Man." Cap told him.

Spidey looked at the sight and immediately became irritated.

"Hey, wait a minute!" he called out. "How come I'm getting saddled with the smallest site?"

"Because you'd be on your own with no one to watch your back." Cap told him.

"I can handle myself." Spidey told him. "Or did you forget when I helped you beat HYDRA and thwart a massive alien invasion?"

"You mean the invasion you got sucker-punched in?" Logan remarked.

"Hey, you wanna go claw boy?" Spidey challenged, causing Wolverine to extend his claws.

"Alright that's enough!" Cap declared, stepping between them. "Listen, we have bigger problems to worry about than this. If A.I.M. gets ahold of any more Chitauri tech, innocent people could be in danger."

Spidey let out a breath before finally calming down.

"Alright." He replied. "Wish me luck."

With that, he went out of the room as Wolverine retracted his claws.

"Kid's got spunk, that's for sure." Logan commented.

"He's young." Cap told him. "Besides, I'm sure we all have our moments of arrogance."

"You?" Logan replied. "When? You're like the most reserved human being on the planet."

"Remember when I saved your ass the first time?" Cap asked. "That was me throwing a fit because I was being used as a dancing monkey rather than a soldier."

"Yeah and look how horribly that turned out." Logan responded sarcastically.

"Let's just go Jimmy." Cap told him as the two went out.

…

At the first sight, Natasha and Clint stationed themselves on top of a rooftop across from the sight. So far, nothing out of the ordinary seemed to be present. Clint was leaning against the edge of the roof, doing a check of his arrows while Natasha kept a constant vigil on the sight.

"Sights still pretty quiet." Natasha reported.

"Guess Spidey's little stunt made them think we were onto them and they decided to lay low." Clint deduced.

"Maybe, but somehow I doubt an organization as resilient as AIM would give up so easily." She replied.

"So, I guess going home early is out of the question." Clint guessed, returning his arrows to his quiver and joining Natasha where she was standing.

"Come on, you'd love to get some action." She retorted. "What could you honestly think of doing if we could just leave now."

Clint paused for a moment before responding.

"Netflix and chill?" he suggested.

Natasha just rolled her eyes in response while smirking.

…

At the salvage op near the construction site, Ant-Man released several ants with cameras on them to monitor the sight and to keep an eye out for AIM agents while he and Wasp were stationed on the construction site.

"Anything yet?" Wasp asked, sitting on an I beam above Ant-Man.

"No." Ant-Man replied. "I've got ants eying the site from every angle and still no sign of any AIM agents."

Jan sighed, perching on the I beam and kicking her legs somewhat.

"So… how about now?"

Hank sighed in response.

"Are you going to do that all day?" He asked.

"Depends." Jan answered.

"On what?"

"On if anything happens." she replied.

"Then you might want to get comfortable." Hank replied, returning to the monitor on his wrist.

Jan let out a groan, flopping down onto the I beam.

…

At the site on the edge of town, Rick and Hulk arrived with a loud crash, Rick carrying a bag of subway sandwiches as he promised.

"Man, Cap really knows how to pick 'em." Rick remarked, glancing around. "Nothing around here but carnage and stuff to throw. A perfect sight for us."

"Now if only there was something to smash." Hulk griped.

"Hey, if those AIM guys are stupid enough to come here, then you'll be up to your big green armpits in people to smash." Rick informed him, fishing into his bag. "Now eat up. I got you a meatball sub. I know it's your favorite."

Hulk smiled as he grabbed the sandwich and scarfed it down. Rick pulled out one of his own, then settled in to wait.

…

At the power station, Thor stood on the edge of the roof overlooking the site as Iron Man stood a bit behind him.

"All seems quiet." Thor noted.

"Yeah," Tony agreed. "Scans are showing zero activity out there. If these AIM geeks are gonna make a move, it's not gonna be anytime soon."

"I must say, the presence of these 'geeks', troubles me." Thor admitted.

"In what way?" Tony asked.

"Well, Jane has shown me how your mortal science can be of benefit to this world," Thor shared. "And yet the more I see of this realm, the more beings I see that use it for such vile purposes."

"Everything has a dark side, Point Break." Tony told him. "Take it from someone who's seen it firsthand."

Thor turned to Tony with a confused look.

"Point Break?" he repeated.

"Eh, it's a movie." Tony told him. "Maybe I'll show you some time. Besides, I think your brother taught us that magic isn't completely peaceful either."

"Fair enough." Thor relented. "I suppose both magic and mortal science can be used for both good and ill."

"And it's up to guys like us to keep the peace between the two." Tony added.

"Aye." Thor agreed.

"Despite how dull that fight can be at times." Tony lamented. "Man, I wish I had brought a drink."

…

At the barbeque place, Cap and Logan sat on the balcony, a plate of short ribs in front of them and a bottle of beer for each of them.

"Site's looking pretty quiet." Cap commented.

"It won't stay that way for long." Logan told him. "Guys like AIM never give up till they get what they want."

"And that'll make em sloppy." Cap continued. "And come right to us."

"Right." Logan agreed, taking a sip of his beer. "You sure letting the kid go alone was a good idea?"

"Yes." Cap insisted. "Why do you ask?"

"You know I've worked with the kid before," Logan told him. "And trust me, he can be pretty impulsive. Not to mention pretty annoying at times."

Cap just chuckled in response.

"I'll admit he still has a lot to learn, but he has potential." Cap told him. "With a little more training I feel he could be a real asset to the team."

Logan just let out a sigh smirking.

"I forgot how annoying that relentless optimism could be." Logan remarked.

Cap chuckled in response.

…

At the final site, Spider-Man stationed himself on a building across the street to survey everything. After waiting for quite a while, Spidey was starting to get a little impatient.

"Ugh," he let out. "Wish I had thought to bring some homework."

Spidey then back slipped to the side of the roof and landed on the edge. After shooting some web behind him, he fell backwards and onto the web hammock he had created, with his legs grossed and his arms behind his head.

"This sucks." he lamented. "I can't believe I'm getting benched like this. I've been doing this hero stuff for a year. Now when I'm playing with the big boys, they think I can't cut it?"

As Spider-Man rolled his eyes and crossed his arms in annoyance, he caught something out of the corner of his mask. He looked over to see the van he encountered earlier and several AIM agents piling out.

"Looks like I've got another chance to prove myself." he mused.

Spidey then leapt out of the hammock and swung over to a building right next to the site. He landed on the wall and watched as the AIM agents did their work. Eying the van itself, an idea sprung to his head.

"Why settle for one batch of thugs when I can catch the whole brood." Spidey thought as he reached into his belt, pulling out a spider tracer.

He threw it on top of the van, causing it to stick. With the tracker planted, Spidey quickly dove out of sight and waited. Once the agents grabbed what they came for, they piled into their van and drove off. Spidey then activated a tracking system inside his mask to follow the tracer.

"Thank you, Tony Stark." Spidey let out before swinging off after the van.

…

After a bit of swinging, Spidey finally managed to track down the AIM agents to an abandoned warehouse. From a skylight window, Spidey investigated the warehouse, seeing rows upon rows of stolen tech, Chitauri armor plating, and several AIM scientists dismantling or repairing it all.

"Wow." Spidey commented. "These guys have been busy."

Just then, Spidey's Avengers ID card started going off. He quickly answered it and saw that Cap was calling him.

"Hey Cap, what's up?" Spidey greeted.

 _"Spider-Man, everyone's regrouping at the mansion to report. Where are you?"_

"Following a lead." Spidey answered. "I found the AIM goons in a warehouse in Brooklyn."

 _"Nice work. Sit tight, backup's on its way."_

Before Spidey could reply, the call ended, leaving Spidey feeling more than a bit put off.

"Unbelievable." he complained. "Won't even give me a chance to respond. I can take these jokers down no problem!"

Unfortunately, his outburst drew the attention of one of the outer guards. Sensing the coming danger, Spidey jumped out of the way of an energy blast intended for him and webbed the guard in the face. As he landed next to him, Spidey quickly swept his legs, taking him out. Once he was out of the way, Spider-Man went back to the skylight and jumped through it, startling the AIM agents as he landed on a work table in the room.

"Evening gentlemen." Spidey greeted. "Hope you don't mind me dropping in like this."

"It's that Spider-freak!" One of the AIM agents shouted.

"Freak?" Spidey repeated. "That's a bit harsh, don't you think?"

Rather than reply, the AIM agent grabbed the nearest Chitauri gun, taking aim at the web head. Spidey fired a web at the barrel of the gun, clogging it. Spidey then whipped the gun out of his hands, only to be forced to dodge three more volleys of gunfire from three other agents. Spidey continued to dodge around the blasts before landing behind a table. He picked up the table and threw it at the agents, crushing them under it.

"This is why I'll never have a desk job." Spidey joked.

Just then, an AIM agent came up behind him with an electrical gauntlet, and hit him in the back, causing him to fall to the floor in pain.

"Ok...ow." Spidey let out.

As Spidey tried to get back up on his feet, the agent hit him with the gauntlet again, knocking him back down.

"You're really… Making… a huge mistake…" Spidey tried to warn as he writhed in pain.

"I don't know," the agent replied. "Getting rid of you will make me feel a lot better."

"But it'll make me very cranky." a new voice warned.

Spidey and the agent looked up to see Iron Man flying in the opening with a repulsor aimed right at the agent. He fired at him, knocking him back.

"You know, I distinctly remember Cap telling you to wait for backup." Iron Man commented, firing another blast without taking his eyes off Spidey.

"Things just kinda...escalated." Spidey tried to explain, pulling himself back up.

"We'll discuss this later." Iron Man declared before turning his full focus on the battle. "Avengers, Assemble!"

The other Avengers arrived not long after, engaging the AIM agents head on. Hulk discarded Rick next to Spidey, who shook his head with a wince.

"You know, I never thought I could see anyone angrier than Hulk." Rick remarked. "Then I saw Cap's face."

"You know how you're usually really helpful?" Spidey told him. "This is not one of those times. Like, at all."

Rick shrugged, then grabbed Spidey and yanked him away seconds before a stray blast from Wasp's stingers nearly hit him.

"You were saying?" Rick quipped.

Clint continued firing at one AIM agent after another, not once missing his target. Shock arrows and exploding arrows went off with every hit. He notched another shock arrow, then promptly spun around and stabbed it into the guy with the shock gloves, taking him out before he could complete his sneak attack.

Hank kept jumping from one AIM agent to another at ant size, taking them out rather easily. Backing him up, Jan kept up a constant barrage of stinger fire, making any agent think twice about coming up from behind.

Thor simply spun his hammer fast enough to knock back any agents that came into his path. Cap was doing similarly with his shield, tossing it like a frisbee to knock back several unfortunate agents or simply bashing them in the head with the flat end.

"I told you to wait for backup!" Cap reprimanded.

"I had things under control!" Spidey replied.

"Is that why everyone's shooting at you?" Widow questioned, her pistols up as she returned gunfire with volleys of her own.

"I'm used to people shooting at me!" Spidey retorted.

"Doesn't mean you have things under control, web head." Logan retorted right back, his claws several weapons with one deadly swing.

"What is this, gang up on Spider-Man day?" Spidey asked, feeling rather irritated.

Hulk grabbed an Agent, tossing him hard enough to leave a large dent in one of the walls.

"You messed up, bug." He let out. "Deal with it."

"Oh, like you guys never made a mistake." he responded.

"Never said that, kid." Clint replied, shooting another arrow over his shoulder. "Just that when you make a mistake, you deal with the fallout like a man, not a whiner."

"Hawkeye's got a point." Rick commented, ducking to avoid getting his head blown off.

Spidey just groaned in irritation, punching out another agent as he did so.

"You know I've been dealing with stuff like this for some time now." he told them. "And I never had a team of critics telling me how royally I screwed up or treating me like a kid!"

"Because until now, you haven't been part of a team." Cap informed him, catching his shield before bringing it down on an agent's head. "You're not a lone soldier anymore, Spider-man, and that means you follow orders."

"Well you know what," Spidey called back. "Maybe I preferred things on my own! I quit!"

With that, Spidey shot out a web and swung towards the ceiling, heading out the skylight and leaving the Avengers behind.

"Sounds like you guys have some issues to deal with." one agent commented.

A repulsor blast struck said agent in the chest, blasting him right into the only unshattered table in the building.

…

Spidey meanwhile was swinging through the city, still angry at the Avengers.

"What a waste of time!" Spidey vented. "I've saved this city alone more times than they could count. Why should I have to put up with them? They just keep holding me back, criticizing everything I do-"

As he continued to swing, he saw Cap riding on his motorcycle, attempting to follow him. More than a bit annoyed, Spidey touched down, landing right on a lamp post above Cap.

"What part of 'I quit' didn't you understand?" Spidey snapped. "I'm pretty sure the meaning hasn't changed since the 1940's."

"No, it hasn't." Cap conceded. "But I still thought I'd try and convince you otherwise."

"What, so you and everyone else can keep throwing my failure in my face?" Spidey quipped. "So you can insult and belittle me some more, point out everything I'm apparently doing wrong?"

"So you can be part of something greater than yourself." Cap told him. "Sure, you may have screwed up today, but you're not used to having someone watch your back. You've been forced to rely on your own powers and instincts from day one, and because of that, you don't know how to work well with others."

Spidey tried to respond, but Cap's words rang with truth.

"I know it's something different than what you're used to, take it from me." Cap told him. "But try and work with it, give it a chance, and you might be surprised by the good you can do."

Spidey thought for a moment, then sighed and jumped off the lamp post, landing right in front of Cap.

"I don't suppose my position is still open." he joked.

Cap chuckled a bit in response.

"The others are waiting back at the mansion." Cap told him.

"Good, cause there's something I think I need to do."

…

All the Avengers were gathered in the Assembly Hall, watching as Cap led Spidey into the room.

"Well look who's back." Clint remarked.

"Hey guys," Spidey greeted.

"You okay, Spidey?" Rick questioned.

"Yeah," he replied before clearing his throat. "Look, I just wanted to say I'm sorry for storming off. I guess I've just gotten used to doing this job solo for so long, doing things as a team is a new thing for me. I've never really had anyone I could count on to have my back. Guess I took it for granted. Not anymore though, but trust does work as a two-way street."

Spider-Man then pulled off his mask, revealing his face to everyone, much to their surprise.

"My name is Peter Parker, and I am Spider-Man."

Tony allowed a smile onto his face, walking up to Peter and offering his hand.

"Welcome to the Avengers, Mr. Parker."

"So, the Spider-Man… is a Spider-boy." Thor commented in surprise. "I did not see that coming."

"I already knew." Clint commented.

"Ditto." Natasha added.

"You too huh?" Tony replied.

"Unmasked him during the Invasion, but never got his name." Rick chimed in, raising his hand.

"Me neither." Cap admitted.

"Way to undermine this touching moment guys." Peter remarked. "Hanging with you is gonna be loads of fun."

"Kid," Tony addressed. "We're just getting started."

…

Back at the AIM facility, the defeated agents all cowered as they recited what had transpired to their superior on a tv screen.

 _"How much did the Avengers confiscate?"_

"Most of the advanced weaponry, Scientist Supreme." one agent reported. "Fortunately, they didn't learn anything of our greater intentions."

 _"Excellent."_ Scientist Supreme responded. _"Then we will proceed as planned. Project: MODOK will soon destroy all our enemies. No one, not even the Avengers can stand against the might of AIM."_

...

 **New chapter, new story arc, and some serious growth from our friendly neighborhood Spider-Man.**


	22. Freak of Nature

_Chapter 22: Freak of Nature_

At a military office in Washington D.C., General Thaddeus "Thunderbolt" Ross was going over some papers when a knock came at his door.

"Who is it?" Ross asked.

"Your superior." a female voiced answered.

The door opened to reveal Maria Hill standing in the doorway, much to Ross's surprise.

"What are you doing here?" Ross asked.

"I'm here to inform you that the Hulkbuster units have been disassembled." Hill informed him. "Your men are being reassigned as we speak."

"What?!" Ross exclaimed standing up. "You can't do that!"

"I can, I have, and I will." Hill responded, unperturbed by Ross' outburst. "The Hulk has been cleared of all charges against him and is under the protection of both the Avengers and S.H.I.E.L.D."

"The Hulk is a fugitive from the US government being protected by a gang of costumed vigilantes!" Ross rebutted. "He's a menace and needs to be brought in."

"He's a hero that saved countless lives in the Chitauri invasion." Hill retorted. "And if you try and move in on him, I will have you court martialed and demoted before you can say 'oops'."

Ross growled in response.

"Get out of my office." he told her.

Hill looked down at him, then turned and walked out.

"You've been warned, Ross." she told him as the door shut behind him.

Ross slumped back into his chair in frustration. Just then, his phone started ringing. Curious, he decided to answer it.

"Hello?"

 _"Hello General Ross."_ a slightly accented voice responded from the other end of the line. _"I heard about your quarry being plucked from your grasp. Such a tragedy."_

"Who is this?" Ross asked. "And how did you get this number?"

 _"Who I am is unimportant."_ the voice replied. _"All you need to know is that I share your sentiments about the Hulk. He is a brute, and one that needs to be dealt with accordingly."_

Ross stroked his chin, considering the words this new voice had to offer.

"What did you have in mind?" Ross asked.

…

Rick rolled over, snoring loudly as he flopped onto Hulk's stomach. The big guy was snoring as well, the two of them having somehow ended up on the floor at some point in the night. Peter and Tony were staring at them, wondering if they should wake them, or leave them.

"So... how do you think this happened?" Peter asked.

"There are many possibilities to consider." Tony replied. "But Rick said that no matter what, the two of them needed to wake up early for today."

"And how are we supposed to do that?" Peter asked.

"Very… Very… carefully." Tony answered.

He then pulled out an airhorn and blew it loudly, the sound echoing through the mansion. Almost immediately, Peter's spider senses went haywire and he grabbed Tony's arm, yanking him out of the room as both Rick and Hulk sat up. Unfortunately, the former nearly went flying, landing hard on his stomach as Hulk roared.

"Who's the genius who decided to get smashed today?!" Hulk exclaimed.

Rick sat up, rubbing his head.

"I think… asked them to do that." He let out, wiggling his pinkie in his ear to try and get rid of an incessant ringing.

"Why?" Hulk asked.

"Don't you remember?" Rick questioned. "It's April 3rd… Betty's birthday."

Elizabeth Ross, or Betty to her friends, was Bruce's ex-fiancée. Their engagement had been broken after the accident, especially since her father, the infamous hulk-hating General, was put for his head. Still, even after a few years on the run, Bruce had always tried to at least call on Betty's birthday, and this year, he wanted to do more than that.

"Right… it's that day." Hulk recalled. "Guess Banner will be wanting to come out now."

Rick nodded, standing up.

"Please and thank you." He replied.

Hulk nodded before calming down, slowly shrinking and losing his green tint. Finally, Bruce Banner finally showed himself. He was visibly weak, and Rick quickly caught him.

"Morning Bruce." Rick greeted him, helping him sit down on the edge of the bed. "Long time no see."

"Hey Rick…" Bruce greeted, still feeling a bit fatigued. "Can't believe it's that day already."

"Yeah." Rick agreed, grabbing some clean clothes from the closet. "Then again, this has been one hell of a year, even by our standards. You want a shower before we go?"

"Naturally." Bruce responded.

…

Down below, the other Avengers were going about their usual business. Thor was gorging himself on pop tarts, Hank was doing some reading, Steve was doing pushups on the floor, Logan was drinking a beer, Jan was having some coffee, Clint was taking the coffee straight from the pot while eating some bacon and eggs cooked by Natasha, Tony was looking at some new armor specs on a computer and Peter was eating some cereal while doing some science homework. Jane shuffled in, a robe on over her pajamas and her hair a mess as she let out a yawn. Thor held up one of his pop tarts for her, which she took with a barely perceivable grunt of thanks.

"Late night, Dr. Foster?" Tony joked.

She murmured a reply, taking a bite out of the pop tart.

"Jane was in the middle of a report on the Einstein Rosen bridge and the alignment that occurred not too long ago." Thor explained.

"Riiiiight." Clint remarked.

At that moment, Bruce entered the room, decked out in a fancy suit, freshly shaven and his hair combed back. Rick had cleaned up as well, wearing a button-down shirt and a pair of slacks. Peter looked up from his homework, blinking in surprise.

"Dr. Banner." he said, his pencil slipping from his grip. "You… you're out."

"So, you're the man behind the beast." Thor noted.

"That I am Thor." Bruce replied. "Though I'm hoping to give the big guy a break today."

"I surmised as much by your attire." Thor responded.

"Yeah Bruce, out for a night on the town?" Logan asked.

"You could say that." Bruce admitted. "I have a date."

Jan spewed her coffee, coughing somewhat.

"Wait, hang on. You have a date?!" she asked in sheer disbelief.

"Yeah." Bruce confirmed. "It's Betty's birthday today. I wanted to surprise her with a visit."

"Good for you, Banner." Tony congratulated. "I hope you two have a good time."

"Thank you." Bruce replied. "Just, try not to need the big guy today."

"We'll do our best." Steve reassured.

Rick grabbed Bruce's arm, practically dragging him to the door.

"C'mon." he insisted, "the cab's waiting for us outside."

"See ya guys." Bruce called back before heading out.

With that, Bruce and Rick were out of the mansion and off to Harlem to see Betty.

...

Elsewhere, former military soldier Emil Blonsky, had just returned to the security office at his job at a local mall. He sagged into his cheap office chair, tossing his hat off and letting out a groan. Suddenly, his cell phone started going off. He picked it up and answered it without bothering to check the id.

"Blonsky." he let out gruffly.

 _"Blonsky, it's Ross."_

"If you called to yell at me some more, I get enough of that from my new boss. And my ex-wife."

 _"I'm calling you for a proposition."_

Blonsky sat up, now honestly paying attention.

"I'm listening."

 _"I believe I have found something that can finally put the Hulk out of commission, but the Hulkbuster unit has been disbanded. You're the only one I trust to take this job. You in?"_

"A chance to take out the Hulk, and a new job? Where do I sign?"

 _"Meet me in New York. we'll talk more there."_

Blonsky hung up the phone, then stood up and turned to the door. As he tried to leave, his boss entered the security office, glaring at him.

"Where do you think you're going, Blonsky?" he questioned.

"I quit." Blonsky replied, tossing him his hat and storming out.

…

Betty Ross moved about her apartment, getting some much-needed tidying done. She arranged some flowers in a vase, setting them down by the couch before smiling a bit. The flowers had been a gift from her father, and though the two had an uneasy relationship after what happened with Bruce, it was still nice to know he was thinking about her.

As her thoughts drifted to Bruce, her eyes drifted over to the phone. Bruce usually called by this time, and she was getting a bit worried. Just then, a knock came from the door. Not expecting guests, she approached the door cautiously, peeking through the peephole. Once she saw who it was, she gasped, then slowly opened the door.

"B-Bruce?"

"Hi." he greeted.

There was a moment of stunned silence, then the two hugged, Betty choking back tears of happiness as her fingers dug into Bruce's jacket.

"Bruce… I've missed you so much..."

"I missed you too." Bruce told her, holding her tight. "It feels like an eternity."

Rick leaned against the wall of the hallway, smiling at the scene silently. Eventually, the two released one another, Betty having to wipe her eyes.

"I-I can't believe you're here." she whispered.

"I thought after everything that's happened, I'd make this year special." Bruce told her. "I… hope you like it."

"I love it." she told him. "Come in. Both of you."

Bruce and Rick wasted no time obliging and entering the apartment.

…

At a construction site in another part of the city, Blonsky found Ross and the two started to talk about their plans.

"So, what's this big plan of yours to take down Jolly Green?" Blonsky asked.

"Ever heard the phrase, 'fight fire with fire'?" Ross asked, grabbing a suitcase and opening it up.

Inside it was a vial containing some green serum, and a syringe for injection.

"What's that?" Blonsky questioned.

"This is a gamma serum." Ross explained. "This stuff should give you all of Hulk's strength without reducing you to a mindless monster."

"And how did you come across this?" Blonsky asked.

"An anonymous source." Ross answered. "It doesn't matter. What matters is that this will finally help us get rid of the Hulk once and for all."

Blonsky just smiled at the prospect, still looking down at the vial.

"Then what are we waiting for?" Blonsky asked.

Ross smiled as he loaded the vial into the syringe and handed it to Blonsky. Blonsky wasted no time grabbing the syringe and injecting himself with it. Nothing seemed to happen at first, much to Blonsky's irritation. Suddenly, he hunched over in pain, dropping the syringe as he did so. Ross stepped back in shock as Blonsky's muscles started growing. He tore right through his clothes as he continued growing, his skin also turned a shade of olive green as he slammed his fist on the skin began to transform, taking on the appearance of scales. His ears elongated and became pointed, his teeth sharpened, and he let out an inhumane roar.

…

Back at Betty's apartment, Bruce and Betty were sitting in the dining room eating a nice lunch. Rick had excused himself, choosing to eat in the kitchen and allow the two some much needed alone time.

"I saw you on the news." Betty told him, twirling a piece of broccoli on her plate with her fork. "Working with those other heroes to save the city."

"Yeah, the Avengers." Bruce replied. "It's been... something to say the least."

"I bet." Betty admitted. "I'm just happy to hear that there are others out there that realize the Hulk isn't a monster."

"It almost feels unreal how much support the other guy's been getting lately." Bruce confessed. "Haven't heard anything from your father since the Battle in New York."

Betty chuckled, setting down her fork.

"Oh, I have." she said. "He's more than a little pissed about Hulk being placed under the protection of S.H.I.E.L.D, swears up and down they're gonna regret it. I think he nearly gave himself a heart attack he was shouting so much."

Bruce couldn't help but chuckle at the sound of the news.

"I can imagine." He commented.

Betty's chuckles died down a bit as she looked up at Bruce.

"There's also one thing I noticed." she added. "Every time the news does some coverage on the Avengers, all I ever see is Hulk, even when there's no danger around. Did something happen?"

"It's part of a... deal I made with the Hulk to work with the Avengers." he told her. "I let him decide whether Bruce or the Hulk comes out. To be honest, this is the longest I've been out since joining with the others."

Betty looked at Bruce with a bit of worry in her eyes.

"So… Hulk is in charge, and in exchange, he stays with the Avengers." she surmised.

"And keeps Rick around." Bruce added. "I'd like to think it's a small price to pay for the good he's done."

Betty nodded slightly.

"I guess so." she admitted. "As long as you're content, then I'll support your decision."

"I do wish we could do this more often though." Bruce said, taking her hand.

"Who knows?" Betty asked. "Maybe one day, we can."

"Until then," Bruce spoke, picking up his glass. "To some day."

"To some day." Betty agreed, lifting her own glass.

Off in the kitchen, Rick raised his own glass, smiling as he watched the two lovebirds.

…

At Avengers Mansion, everyone was milling about, doing their own thing. Tony was down in the armory tinkering with a few new suits. Clint was in the training room getting some practice done with Nat spotting him. Hank and Jan were out in the garden out back, with Hank exploring an ant hill and Jan sitting on a lawn chair with a lemonade and a fashion magazine. Peter decided to take a break from his studies and decided to take advantage of the entertainment center. At the moment, he was in the middle of a Mortal Kombat death match with JARVIS. Thor was down in the lab with Jane, watching her work on her latest calculations on trans dimensional travel. Cap and Logan were on the roof engaged in a game of Texas Hold 'em.

"Looks like I beat ya again, Cap." Logan declared, dropping his cards and collecting his chips.

"Only because you've had a few decades to sharpen your skills." Cap taunted.

"The great Captain America making excuses." Logan quipped. "Never thought I'd see the day."

"Don't get used to it soldier." Cap retorted. "Up for another round?"

"Always." Logan replied, grinning.

As Cap shuffled the cards, he heard a small boom off in the distance. He blinked, then glanced in the direction he'd heard the noise. Logan perked up as well.

"Jimmy, did you-?"

"Eyup." Logan interrupted, sniffing the air.

"Any idea what we're up against." Cap asked, getting to his feet.

"Whatever it is, it's big, it reeks, and..." His voice trailed off and his claws came out. "Shit… it smells like the big guy."

"Hulk?" Cap asked. "Think something happened with Bruce?"

"Logan took a few more whiffs.

"No, it's not the big guy." Logan replied. "This one is more…"

Logan suddenly went wide eyed.

"Move!" he yelled, shoving Cap out of the way.

The two just narrowly avoided some large creature landed on the roof and crashed through into the mansion.

…

Hearing the massive crash, the other Avengers sprang into action. Clint and Natasha bolted out of the training room. Stark summoned a suit of armor. Hank made his way inside immediately and Jan shrunk down, causing the clothes she was wearing to fall to the ground and reveal her Wasp costume underneath. Thor summoned his hammer and armored up himself before heading out. Peter struggled into his uniform, scrambling towards the sound.

Once all the Avengers got to the crash site in the lobby, they were greeted by a large green creature with scales along his body and fins for ears. They were all surprised by this.

"What the hell is that?" Clint let out.

"I have no clue." Tony commented. "But it's trespassing."

"I just have one question for you freaks." the creature spoke. "Where's Banner?"

"Dr. Banner can't come in right now." Spidey quipped. "Please leave your name, number, and a brief message and we'll let him know you stopped by."

The creature let out a loud roar, slamming his fists into the ground.

"Testy, isn't he?" Spidey joked. "Kinda reminds me of Hulk."

"In more ways than one." Tony noted. "My scans show that this creature is emitting amounts of gamma radiation."

"He may share the Hulk's origin," Thor boasted, readying his hammer. "But I doubt he has his strength."

The creature ran towards Thor, who swung his hammer at him and knocked him into the library. The creature slowly picked himself up as Thor entered the room. Before Thor could react, the creature batted him aside, sending him crashing into a shelf. Thor grunted, then got back to his feet.

"Never mind then." he let out.

Clint came in and fired an arrow at the creature's head. It made contact, setting off an explosion. Clint let out a smirk before the dust cleared, revealing that the creature was relatively unhurt.

"You're a tough one, aren't you?" Clint remarked.

"And you're annoying." the creature responded. "Just tell me where Banner is, and I won't hurt you."

"You say that like you can." Clint retorted.

The creature grabbed a piece of a shelf and threw it at Clint, causing him to roll on the ground to avoid it. Wasp flew in close and blasted the creature in the face.

"Get lost, ugly!" she screamed.

The creature tried to swat at her, but she continually flew out of his grasp, zapping him every chance she got. Finally, the creature unleashed a massive thunder clap, sending her spinning out of control. Thankfully, Hank caught her easily.

"I don't know what this… abomination of science is doing here, but he's clearing a result of gamma radiation exposure." Hank proclaimed.

"No, really?" Tony replied sarcastically, blasting the 'abomination' with his repulsors. "I couldn't tell."

"Less yapping, more slashing!" Logan called out, charging at the abomination.

He dashed past the creature, slashing it on the side and causing it to kneel over in pain. Logan then stabbed him in the back, causing him to cry out further.

"That hurt..." the creature growled, grabbing Logan by the head and tossing him swung in and kicked the abomination in the face before landing on his head.

"Hey, you got something on your face." he remarked before webbing it. "Though if you ask me, it's an improvement."

Spidey jumped off before the abomination could attack him. The abomination then tried to pull the webbing off his face, but only succeeded in sticking his hand to it instead.

"Heh, it may have Hulk's strength, but Abomination here doesn't even have a fraction of his brains." Spidey remarked.

"Abomination?" Hank asked.

"Hey, you called it that first." Spidey reminded. "I'm just making it official."

Abomination then tore through the webs, letting out a roar of frustration.

"Enough!" He screamed. "Where is Banner?! Give me Banner!"

"Not gonna happen, monster." Cap declared.

Abomination went to attack, with Cap readying himself as well. Cap tried swinging his shield at him, but Abomination just grabbed it and threw Cap into the kitchen. As Abomination entered, ready to finish him, he noticed a note taped to the fridge in the kitchen. He squinted at it, reading the sloppy handwriting.

 _"Hey Mr. Stark! Listen, today is Betty Ross' birthday, and Bruce wants to surprise her with a visit. Please wake us up by 8 am so he has time to get ready. I promise I'll keep him from smashing you, just please make sure it happens. -Rick."_

Abomination smiled at the note, grabbing it before jumping through the giant hole in the ceiling. The Avengers piled into the kitchen and look up at the hole, dreading what was learned.

"That can't be good." Spidey lamented.

"We have to find him before he finds Bruce." Wasp declared.

"Agreed." Cap concurred, getting to his feet. "Let's move Avengers!"

…

Back at Betty's apartment, both Bruce and Betty were snuggled up on the couch with a bowl of popcorn nestled between them. A cheesy rom-com was playing on her flat screen, the two lovebirds complete drawn into it. Rick was in the other room, playing angry birds on a phone Tony had gotten him a few days back.

Right in the middle of his game, a text alert popped up on his phone. He thumbed through it, realizing it was from Spidey. When he saw what the message said, his eyes flew wide.

 _"Rick, grab Bruce and scram. Some Gamma irradiated abomination is on his way."_ It said.

"Bruce!" Rick shouted, barreling into the living room.

"Rick, what is it?" Bruce asked.

"Spidey just texted." Rick explained. "We got a gamma monster heading our way."

"What?!" he let out.

Betty was on her feet in an instant.

"Bruce, stay calm." she warned. "We just need to get out of here before it gets here."

"Right." Bruce agreed. "Let's hurry."

Rick nodded and the three of them made it towards the door. They didn't even make it out of the apartment before Abomination came crashing through the walls, landing right behind the trio.

"Found you!"

They all stepped back in shock and horror.

"What do you want?" Bruce asked.

"The Hulk." Abomination growled. "Let him out to play, puny Banner."

"I don't think you want that." Bruce cautioned.

"Sure I do." Abomination said, grabbing Bruce and picking him up. "I have a score to settle with that freak. Him, you, and that brat you lug around."

"Put him down!" Rick demanded.

"Let him go this instant!" Betty screamed.

"If you insist." Abomination replied.

He then threw Banner out of the apartment and into the street.

"No!" both Betty and Rick shouted, running towards the giant hole in the wall.

Down in the crater created by his impact, Bruce was already beginning to change. His suit tore open, his tie snapped, and his skin became that bright shade of green as he fully transformed into the Hulk.

"Heard you were looking for me." Hulk spoke as he got up and turned towards Abomination. "Well here I am!"

With that, the two gamma monsters charged at each other. Betty and Rick scrambled out of the apartment, the former staring in horror.

"How… why?" she asked.

"Don't know, and frankly, don't want to." Rick answered simply. "Look, we need to get civilians clear of this area. It's about to become a warzone."

Betty nodded as she followed Rick and left Hulk to do what Hulk does best, smashing stuff. The two creatures continued swinging at each other, neither one letting up on the other. Abomination used both his fist to bash Hulk's head before upper cutting him, sending him flying into a car. Enraged, Hulk got up and picked up the car, tearing it in two and using both pieces as boxing gloves. He charged at Abomination and continued using the car pieces to smash at him.

"That the best you got, freak?" Abomination sneered, brushing bits of car parts off him.

Hulk just got more pissed and continued smashing at him relentlessly. Eventually the car pieces broke apart bit by bit until they were reduced to scraps. Once that happened, Hulk grabbed Abomination by the neck and kept punching him in the face. Finally, Abomination grabbed the fist and kicked Hulk in the chest, sending him flying through the street. Hulk slowly picked himself up as Abomination walked over to him.

"You don't deserve this kind of power." Abomination taunted.

"Neither do you!" Hulk growled out, jumping at Abomination.

The two landed on the ground and continued to struggle with each other. As Abomination got on top and was about to punch, Thor's hammer came out of nowhere and clocked him in the head, knocking him off Hulk. As Abomination fell to the ground, the hammer returned to Thor's hand as he and the other Avengers arrived on the scene.

"I don't need your help." Hulk spat, getting to his feet.

"You're welcome." Wasp grumbled, crossing her arms.

"So, any idea why tall, green, and ugly hates your guts?" Clint asked, coming alongside him and prepping an arrow.

"No idea." Hulk replied. "Though he sounds kinda familiar."

About that time, Rick and Betty made their way over to the group, both out of breath.

"The street's been clear, but I'm pretty sure the cops are on the way." Rick declared. "We may be in the world's good graces, but I bet they'll pin this on Hulk in a heartbeat."

"We'll deal with that in time." Cap told him. "Meanwhile, we need to figure out how to stop Abomination over there."

"Spidey's idea?" Rick asked, gesturing to Spider-man with his thumb.

"Bingo." Spidey confirmed. "Though Hulk thinks he's heard this guy before. Any thoughts on that?"

"Honestly, I wasn't paying that close attention." Rick admitted. "Maybe if I heard his voice again-"

Abomination jumped in front of the group, clocking Thor hard enough to send him flying.

"Stay out of this, hammer-boy." He growled.

Rick's eyes flew open as Hulk resumed his wrestling match with Abomination.

"Holy crap… It's the guard!" he exclaimed.

"Guard?" Iron Man asked.

"The guard in charge of the test site I snuck into!" Rick clarified. "The site where Bruce became the Hulk!"

"JARVIS, pull up files from the research site Bruce worked at during the gamma bomb project." Tony ordered.

 _"Accessing now, sir."_ JARVIS replied.

After a few minutes, the file came up.

"Got it, Emil Blonsky." Tony read off. "Apparently after the Hulk fiasco, he was discharged from the army, and was relegated to working security jobs."

"Guess he's looking to settle the score." Rick deduced. "But where'd he get the gamma upgrade?"

"We can ask him when he's locked up in a S.H.I.E.L.D. prison!" Clint declared, firing an explosive arrow at Abomination.

The arrow collided with his head before going off, only making him stumble back slightly. Iron Man took advantage of this and flew towards him, blasting at full force. Abomination retaliated by clotheslining Iron Man as he flew by, sending him careening into a tree. Tony shook his head as he got back up. Wolverine charged at Abomination and lunged toward him slashing his claws. Abomination grabbed him easily, smashing him into the ground with a dismissive snort.

"These are 'Earth's Mightiest Heroes'?" he jeered. "Pathetic."

"Anyone else want to shut this punk up?" Wolverine asked, getting up.

"I agree." Ant-Man concurred walking over to him. "But how are gonna subdue him?"

"Betty, is there a power plant around here?" Rick questioned, looking at Betty.

"Um… yes." she replied. "At the corner of 5th and Elms."

"Big guy!" Rick shouted out. "Fifth and Elms! Get him there!"

"I think the kids onto something." Iron Man pieced together. "Let's help him out."

Hulk ran over and quickly socked Abomination in the face before leaping into the air. Abomination wasted no time giving chase, with the rest of the Avengers not far behind.

"Thor, get to the plant and get it charged up." Captain America ordered. "If this thing is like the Hulk, we'll need a lot of power to take him down."

"Aye!" Thor called back before flying towards the power plant.

"Ant-Man, Wasp, back him up." Cap added. "Widow, Hawkeye, call in some back-up. I got a feeling we're going to need it."

"Roger that." Clint responded.

"Spider-man, Iron Man, Wolverine, we help Hulk keep this Abomination on the right track." Cap concluded.

"You got it Cap!" Spidey responded, swinging towards the gamma monsters.

Iron Man picked up Wolverine and rocketed to Abomination still chasing after Hulk. He then dropped Wolverine on top of Abomination, the mutant embedding his claws deep into the gamma monster's shoulders. Abomination cried out in pain as Wolverine moved his claws around inside, directing Abomination toward his desired destination.

"That's it ugly, keep moving." Wolverine told him.

Abomination kept moving a bit before stopping and reaching behind him to try and grab Wolverine. Fortunately, the mutant hero back flipped off Abomination before he could grab him, allowing Spider-Man to swing in and kick Abomination in the head.

"Looks like this little plan is working out so far." Spidey noted landing on the ground.

"Don't jinx us yet, web head." Wolverine warned, running past him. "He's still standing."

"Well excuse me for being an optimist." Spidey replied before running after him.

"Look alive people, power plant at 12 o'clock!" Iron Man declared.

In the power plant, Thor landed and raised his hammer into the air. The skies above him started getting darker as he summoned up a powerful storm. Lightning cracked, and thunder roared as Thor gathered up the electrical power of the strikes.

As Hulk approached the power plant, he leapt into the air and landed on top of a control station. Abomination leapt into the air as well and was about to land on the same control station, but the giant fist of Giant-Man slammed on top of him, sending him crashing to the ground.

"I'm afraid that's as far as we'll allow you to get." Giant-Man threatened.

Wasp zipped right up into Abomination's face, giving him a cocky grin.

"Not so pathetic now, are we?" she taunted before zapping him in the face,

"Come on, bug." Abomination called out, trying to swat her.

While all that was going on, Iron Man looked around and saw the energy output was increasing exponentially.

"Looks like Point Break's about ready to do it." he noted.

"Everyone fall back!" Cap ordered. "Thor, as soon as we're clear, light em up!"

"Verily!" Thor declared, still spinning his hammer.

The other Avengers started retreating from the power station, making as hasty an exit as they could. Upon watching them retreat, Abomination narrowed his eyes. He looked around, as if finally realizing where he was.

"A trap!" He realized.

He prepared to make a hasty exit, but Hulk came crashing down on top of him, pinning him to the ground.

"Do it, Goldilocks!" Hulk bellowed.

"Aye!" Thor called back.

Thor then shot a massive bolt of lightning at Abomination. Hulk rolled over and shoved Abomination right into the path of the bolt. It coursed through both Gamma monsters, as well as the entire plant. Everything began to overload, sparks shooting, towers blowing, and pipes bursting. The entire plant was starting to go down, crumbling in on itself is a shower of sparks, flames, and burning rubble. The Avengers watched it go down as Betty and Rick finally arrived at the scene.

"Did it work?" Rick questioned.

"Where's Bruce?!" Betty asked in a terrified voice.

"He stayed in there to make sure Abomination went down." Iron Man told them.

"What?!" Betty let out.

Immediately, she ran towards the rubble, trying to shift it aside to find Bruce. Rick went to help her, both searching for him. Iron Man and the other Avengers came over and helped as well, moving one piece of rubble at a time.

"JARVIS, scan for life forms." Iron Man ordered.

 _"Scanning now sir."_ JARVIS announced before two green figures appeared under a particularly large pile of rubble. _"Two lifeforms detected."_

"Guys, over there." Iron Man directed.

Cap and Ant-Man ran over to the rubble pile Iron Man pointed out. Ant-Man went giant as Cap began moving one piece at a time. Giant-Man threw off some of the top pieces and found Hulk and Abomination. He wasted no time pulling them out and placing them on the ground. A short distance away, Thor burst through the debris, brushing himself off.

"Is the Abomination vanquished?" he questioned.

"Looks that way." Wasp answered, growing to her normal size.

"Bruce!" Betty cried out, running to Hulk's side and gently running her hand through his hair.

Just then, Hulk's body began shrinking down until Bruce Banner remained. Banner groaned slightly as he slowly opened his eyes.

"Bruce?" Betty said in obvious relief.

"Hey…" He greeted. "Not exactly… how I was hoping today would go."

Betty chuckled a bit before throwing her arms around him and holding him tightly.

"I'm just happy you're alive, Bruce." She told him.

"Ditto for me, Bruce." Rick agreed, shrugging off his jacket and handing it to Bruce. "I forgot to grab your spare clothes before we left, but at least your pants survived this time."

"Well at least there's that." Bruce replied, taking the jacket.

As Bruce got to his feet, the sounds of approaching helicopters filled the air. Everyone immediately looked up to see military copters closing in on the downed power plant.

"Think that's our back up?" Iron Man asked.

"Not sure." Cap replied.

Cap looked outside and saw several jeeps pulling up across from the plant.

"Oh great..." Rick let out, moving himself between the jeeps and Bruce. "It's the Hulkbuster units."

"I thought you said they've been debunked?" Ant-Man asked.

"They're supposed to be." Betty agreed. "How did he mobilize his troops this fast?"

"And how did he know where to start looking?" Wolverine snarled suspiciously.

"Bruce, I think you and Rick might wanna get out of here." Cap suggested.

"No argument there." Rick agreed, grabbing Bruce's arm. "Betty, you too."

Betty nodded and the three of them slipped off just as General Ross emerged from one of the jeeps.

"General." Cap greeted, walking up to him. "How can I help you?"

"You can get out of my way, so I can do my goddamn job!" Ross proclaimed, poking Cap in the chest.

"Hey, take it easy on him." Tony called out, walking up to them and lifting his face plate. "He's an antique."

"The monster you're after is just inside." Cap told him, ignoring Stark's comment.

Ross pushed past the both, looking down at the fallen Abomination. The Avengers could see a vein bulging on his head as his fists clenched.

"Where's the other one?!" he demanded.

"Which 'other one' are you referring to?" Tony asked.

"Don't play dumb with me, Stark!" Ross snapped. "You know damn well what 'other one' I'm referring to! Now hand that monster over!"

"Um, I don't know what he's talking about." Wasp announced, playing innocent.

"Yeah, we took down this Abomination ourselves." Spidey added. "Right guys?"

"That's the way I remember it." Wolverine commented.

"Verily," Thor added.

"See?" Cap said, gesturing to his teammates.

Ross looked just about ready to explode, his face as red as a tomato.

"Now listen here you misbegotten vigilantes, you better hand over the Hulk this instant, or I'll-"

"You'll what?" Stark asked. "Last I heard, you don't even have the authority to stand here and yell at us."

"That he does not." Fury's voice declared.

Everyone turned to see Fury and Agent Hill walking into the plant, flanked by several S.H.I.E.L.D. agents, as well as Widow and Hawkeye.

"Looks like backup got here just in time." Widow remarked.

"What kept ya?" Spidey joked.

"I was gathering the paperwork for General Ross' court martial in the event of his attempt to circumvent my authority and continue his pursuit of the Hulk." Hill answered, holding up a rather generously sized folder.

"Unless that's not what's happening here, is it General?" Fury questioned, crossing his arms and raising his only eyebrow.

Ross growled a bit as he clenched his fists.

"No, I suppose not." He finally relented.

"Then unless I missed my guess, there's another gamma monster here waiting transport to the cube." Fury declared, gesturing towards Abomination with his thumb.

Ross let out a hiss of rage, then signaled his men to deal with Abomination.

"Get this freak to the Cube!" He ordered. "Then we're pulling out!"

Cap and Tony couldn't help but smile at the turn of events.

"Thanks for the support, Fury." Cap replied.

"To be honest, Ross has been a pain in the ass for quite some time." Fury admitted. "Putting him in his place was just a bonus. Besides, despite our past falling outs, I do want the Avengers to succeed."

"Right..." Iron Man replied skeptically. "Either way, just glad you got here when you did. I was seconds away from blasting Ross halfway to Jersey."

"I wouldn't doubt that." Fury responded.

"I suggest you go get Dr. Banner and his companions somewhere safe, before Ross decides to try something like this again." Hill suggested. "In the meantime, we better look into how… Abomination was created."

"Right." Cap concurred as he and the Avengers started moving out.

...

Back at Betty's apartment, Bruce slipped on some of his old clothes Betty had held onto. He handed Rick back his jacket as he turned towards Betty.

"Sorry about the apartment." Bruce apologized. "I guess bad luck follows me whether I'm the Hulk or not."

"I've been thinking of getting a new apartment anyway." Betty said, brushing it off. "Besides, I knew that being able to see you again came with a few risks. And I didn't care. I still don't."

Bruce just smiled upon hearing those words.

"You're too good for me Betty." Bruce told her.

She cupped his face with her hands.

"Don't think that for one second." she told him before kissing him.

Rick was about to walk into the room, but see the two kiss, decided to back away and let them have their moment.

…

Meanwhile, in a remote part of the Nevada desert, a S.H.I.E.L.D. transport was carting Abomination off towards the Cube, a specialized super villain prison dealing with criminals exposed to radiation. Several well-armed guards brought him before Dr. Leonard Samson, who looked over his newest patient with intrigue.

"It's been awhile since a new Gamma victim was brought in." he remarked. "What's your name?"

Abomination just glared at him silently.

"Being difficult I see." Samson noted. "Don't worry. I've been working on a cure for Gamma radiation. In time, you'll be back to normal and free to return to civilization."

As the two walked past one of the cells, the inmate inside looked up at the passing doctor and sprouted a maniacal grin on his face.

"I wouldn't bet on that so soon, Dr. Samson." He mused.

...

 **Another sub-plot brewing in the background. Hope you guys enjoy!**


	23. A Woman's Scorn

_Chapter 23: A Woman's Scorn_

In a secret AIM weapons factory, the Avengers were in the middle of an all our firefight with the maniacal beekeepers. Iron Man and Hawkeye were back to back shooting at any AIM agents in sight.

"So much for a stealth approach to this." Clint remarked, letting loose another arrow.

"Talk to the kid about that one, Clint." Tony retorted, letting out a repulsor blast.

"Hey, I said I was sorry." Spidey apologized, webbing a pair of agents to the wall. "The rafters were dusty, and I had to sneeze."

"We can worry about who's to blame later!" Cap called out, throwing his shield at a few agents. "Let's focus on getting the job done."

"Not like it needs much focus, Cap." Wasp remarked, zipping around and zapping several more agents. "These AIM clowns are pushovers."

"Don't get to cocky, Jan." Ant-Man warned as a swarm of ants overtook one of the agents. "We're still outnumbered 20 to one."

"Numbers never won a battle Ant-Man." Thor boasted, swinging his hammer at a few agents.

"Still, perhaps we should even the odds." Natasha suggested, leaping over an agent before stabbing them with her stingers. "Stark, think you can shut this place down?"

"As a matter of fact." Iron Man replied. "Hank, Jan, you might wanna steer clear."

The two immediately got out of the way as Iron Man powered up his suit's EMP device. The EMP wave spread throughout the room, disabling the AIM agents' guns. They looked down at their useless guns, then over at the Avengers.

"Heed my words, Agents of Villainy." Thor declared, slamming his hammer into his palm. "Surrender now."

Knowing they didn't stand a chance, the agents threw down their guns and raised their hands in surrender.

"Maybe next time, we should open with that." Spidey remarked.

"Where would the fun in that be?" Clint retorted, sheathing his bow.

Outside of the factory, a large clock began to chime, signaling the time. Once Thor heard it, he went slightly pale.

"Odin's Beard, is it that late already?!" He exclaimed.

"Everything ok, Point Break?" Tony asked.

"Forgive me my friends, but I must be off." Thor told them before flying away.

The avengers watched him go, more than a little confused.

"Where is he going in such a hurry?" Jan questioned.

…

Jane Foster sat in front of Madison Square Gardens, a suitcase beside her and a scowl on her face. Thor, now dressed in his Donald Blake persona, ran up to her a bit short of breath.

"Jane!" He called out. "Jane, I'm sorry I'm late."

"The presentation was two hours ago." Jane snapped, getting to her feet. "Two hours, Thor! You promised you'd be here, and you gave me your word!"

"I know, I'm sorry." Thor apologized. "But the Avengers-"

"The Avengers needed you, I know!" Jane interrupted. "That's been your go-to excuse for everything these days. You rarely help me in the lab anymore, you never show up on time for date night, and now you're absent for the biggest presentation of our career! I've put up with a lot to be with you Thor, but I can't even remember the last time you put me first."

Thor was dumbstruck, unsure how to respond.

"You know, I'm starting to think you care more about the Avengers then me." She concluded.

"Jane that's not true." Thor insisted.

As he said this, his ID card began to beep. His hand instinctively reached for it, much to Jane's disappointment.

"I knew it..." she let out, grabbing her suitcase. "I'm taking the first flight back to New Mexico."

"Jane-"

"Goodbye Thor." she told him, turning her back and walking away.

Thor watched her go, then his ID card beeped again. Hesitantly, he answered it.

"What is it?" Thor asked.

 _"Thor, we need you back at the mansion."_ Tony answered. _"We need to figure out what AIM's next move is."_

"I'll… be right there." Thor responded before hanging up.

…

Thor got back to the mansion, walking into the Assembly hall. There, Tony was standing in front of the Mansion's archives, going over everything they had on AIM.

"Oh, Thor, glad you're here." he called out, not even looking up from the archive.

"You said we should be making plans about AIM?" Thor questioned, walking over to him.

"Yeah." Tony agreed. "I was hoping you'd bring Dr. Foster." Tony admitted. "I wanted to have her look over some of the tech we found, get a second opinion on its origin. Where is she?"

"Jane has… decided to return to New Mexico." Thor lamented.

Tony winced.

"Ouch, that's rough." He said sympathetically. "Probably for the best though."

Thor raised an eyebrow at that last comment.

"What do you mean by that?" He asked.

"Well, you're basically a god, right?" Tony asked, finally looking over at Thor. "That means you're ancient. Hell, you've probably seen generations of us mere mortals live and die in a blink of an eye. Maybe even had a few mortals like Jane over the millennia."

Thor scowled at Tony's remarks.

"There has never been, nor ever will be, a mortal like Jane." Thor told him, "Though considering your reputation, such vulgar remarks are to be expected."

"Whoa, whoa, easy there." Tony told him, holding his hands up in a pacifying gesture. "I'm just saying it would be better for Jane to find a mortal man that can grow old and die with her rather than an immortal who's just trying to pass the century."

Thor stepped back for a moment, considering what Tony was saying.

"I… I never considered that." He admitted.

"Come to think of it, you haven't been considering her at all lately." Tony pointed out. "I guess for all that talk, you're no better than me."

"What do you mean?" Thor asked.

"A playboy that flirts with any pretty girl that crosses his path but ditches her when things get serious." Tony clarified. "Face it Thor, Jane's better off without you."

That final comment finally pushed Thor to his limit. He summoned his hammer and raised into the air. Suddenly, a massive technicolored beam of light shot down and beamed him into the sky. This left a giant hole leading all the way outside, as well as a rather surprised Tony. His surprise melted away into a triumphant smirk.

"Finally." he declared.

Just then, the door to the assembly hall opened and Tony turned to see, of all people, Tony entering the room.

"Thor, I know that beam of light had to be you!" The new Tony called out. "Do you know how much repairs will-"

The New Tony then stopped as he looked up and the First Tony, completely and utterly confused.

"Ok, I know I like to be in two places at once, but this is just silly." The new Tony remarked. "So, tell me, who are you?"

"I suppose this disguise has done its job." the first Tony replied as a green mist began to surround him, replacing him with a beautiful blonde woman dressed in a revealing green outfit. "My name is Amora, but you can call me Enchantress."

"I'd like to call you for dinner if you didn't pull the wool over a friend." Tony joked. "What did you do to Thor?"

"'I merely opened his eyes to the truth." Amora replied, looking at her nails. "What was he thinking, leading that poor mortal woman astray."

"You've obviously never been in love before." Tony remarked.

"On the contrary, Man of Iron, I have." Amora retorted, looking at the hole in the ceiling with a longing gaze. "And now, my beloved awaits me."

"I don't think so." Tony threatened. "JARVIS, Mark 7, now!"

Just then, a suit of armor rocketed into the room towards Tony. Amora dodged and weaved to avoid the flying pieces, giving Tony a small smirk.

"You think you stand a chance against me, Mortal?" she questioned, her hands glowing with power. "Very well, I will show you the true might of Asgard's most powerful sorceress!"

"Ready when you are." Tony boasted as the suit came onto him.

Once fully armored up, Iron Man rocketed towards Amora, only for her to conjure up a forcefield to stop him. She then engulfed him in her magic and threw him against a wall.

"Pathetic." Amora remarked. "How did you manage to defeat the likes of Loki?"

"Well to be fair, I had a little help." Iron Man told her, hovering in the air.

Just then, the door to the Assembly Hall was blasted open, revealing the other Avengers.

"So, Tony, who's your new girlfriend?" Clint jeered, aiming an arrow at Amora.

"Actually, I think she's one of Thor's Exes." Tony answered.

Amore let out a scoff, throwing Tony into a wall with her powers.

"How dare you address me so vulgarly!" she shrieked.

"Yep, definitely seeing some Thor in her." Jan declared, powering up her suit and shrinking down.

She flew right at Amora and began blasting at her, though the stings seemed to do very little. Amora growled a bit, swatting Jan aside.

"Annoying little insect." she snarled. "If you are truly the best this realm has to offer, then I am unimpressed."

"Aw man..." Spidey let out. "Where's Thor when you need him?"

…

In Asgard, the realm eternal, Thor entered from the Bifrost and was greeted by Heimdall, its gatekeeper.

"Welcome back to Asgard, Odinson." Heimdall greeted, his bright golden eyes seemingly staring right through him and out into the cosmos. "Your arrival is most unexpected."

"I just felt the need to return home." Thor told him.

"So, you say." Heimdall replied. "Whatever your reason, your Father and allies will be most pleased to see you again."

"I can imagine." Thor replied.

With that, Thor spun his hammer and rocketed off towards Asgard. Within moments, Thor landed at the steps of the palace he once called home.

The palace was a large structure that seemed to span for a mile. It was made from the finest gold, the walls paved with mosaics depicting ancient myths and legends of the Asgardian people. He walked into the Grand Throne room, where Odin sat on his throne. Thor approached the throne and knelt before it.

"Father." Thor spoke. "I have returned home."

Odin sat silent for a few moments,

"You have been absent from your realm for a long time…" Odin spoke. "...Welcome home, my son."

Thor rose to his feet, but no smile graced his face. Odin noticed this, leaning forward and stroking his snow-white beard.

"Something vexes you, my son." He remarked. "Tell me what ails you."

"Some of the mortals I have befriended… did not turn out how I thought they would." Thor told him.

"Mortals are rarely what they appear." Odin replied. "Their limited lifespan has seeded much greed in their hearts. I am sorry you had to learn this the hard way, my son."

"As am I." Thor responded.

"Perhaps, you should take stock in what Asgard has to offer." Odin suggested. "Lady Sif and the Warriors Three have recently returned from a journey of their own. They are in the Great Dining Hall, should you wish to join them."

Thor smiled at the idea.

"Perhaps you are right." Thor concurred as he walked off.

…

In the Great Hall, four of the most mismatched warriors in all of Asgard sat at one of the tables, enjoying a grand feast. The only female of the group, a dark-haired woman in battle worn armor, laughed happily as a young man with blonde hair, a goatee, and green colored armor was regaling the group with a grandiose tale.

"And then what happened, Fandral?" The woman, Lady Sif, questioned.

"Well after the troll grabbed me from behind, I tossed my sword into the air and it embedded itself into the skull of the beast." Fandral boasted.

"Yes, that's how it happened." Volstagg, the more pungent warrior with a beard and red armor replied after taking a bite of meat. "Not that the troll tripped on a rock or anything like that."

"As I recall, the troll impaled itself on an old log." Hogun, a more Asian looking warrior in bluish armor remarked.

"Well I suppose the tale is open to interpretation." Fandral replied. "But the means isn't really what's important, is it?"

"If you say so, Fandral." Volstagg jeered.

"Trying to convince them you bested that troll be yourself again, Fandral?" Thor's voice called out. "How did you best it this time? A unicorn?"

The others turned to see their old friend entering the hall.

"Thor!" They all let out, jumping to their feet.

They wasted no time running over to him and greeting him with hugs and back slaps.

"Thor, when did you return?" Sif questioned, smiling brightly as she released him from her hug.

"Just now, actually." Thor told her. "Things on Midgard got complicated and I thought I could sort them out here."

"Well, it is fortunate you have returned when you did!" Volstagg declared. "The four of us were about to go out on our next mission. Skurge has shown himself on Asgardian soil."

"The Executioner?" Thor inquired. "What's he doing here?"

"That is what Odin wants us to find out." Hogun informed him. "We would be honored if you would join us."

"The honor would be mine." Thor replied, readying his hammer.

…

Back on Earth, the fight between the Avengers and the Enchantress continued to escalate. Captain America ended up being thrown right through the hole in the ceiling, landing in the garden rather hard. Slowly picking himself up, he saw Iron Man blasting at Enchantress, who continued to shield herself from his attacks.

"JARVIS, her shield has to have some sort of frequency we can match." Tony surmised. "Find it!"

 _"Trying sir."_

Amora took advantage of his distracted state and blasted him out of the sky. Hawkeye fired three arrow at Amora, but she just used her magic to catch them and throw them back at him. Hawkeye rolled out of the way before they exploded.

"An archer amongst all this mortal technology." Amora commented. "Do you really think you stand a chance?"

"Call me overly optimistic." Clint replied.

Hulk then landed next to her and tried to bring his fists down on her. Suddenly, she disappeared just as his fists hit the ground. Hulk looked around for Amora but found no sign of her. She appeared from behind Hulk and blasted him in the back. Hulk swung around to try and swipe at her, but she disappeared again. Hulk kept swinging around in the hopes of hitting something, but no such results came. As Amora reappeared again, Wolverine ran towards her and readied his claws to take her out. She saw this out of the corner of her eye and clenched her fist. Wolverine then froze in his tracks as his body was cover in the Enchantresses green magic. She then threw Wolverine right into Cap, sending them both flying. Ant-Man flew on an ant towards her, with an army of bullet ants behind him.

"Insects, how droll." Amora said unimpressed, summoning a line of fire to burn through the oncoming swarm.

Ant-Man leapt off his ant before it caught fire and lunged toward Amora, growing back to normal size and socking her in the face.

"That was a warning." He told her as she clenched her jaw.

"You… dare!" She exclaimed, blasting him into a wall.

She held him in place as she walked towards him. She charged her other hand with magic, ready to finish him off. Before she could, Black Widow started unloading clips of bullets at the Enchantress. Amora dropped Ant-Man and fired both hands of magic at her, the red-headed assassin easily dodging her attacks with the grace of a dancer.

"You are an interesting one." Amora complimented. "You remind me of the Valkyries back on Asgard."

"I'll take that as a compliment." Widow replied, slapping new clips into her guns before unloading them on Amora.

Slowly, Iron Man got back to his feet and surveyed the battle before him.

"JARVIS, any way to contact Thor from down here?" Tony asked.

 _"It would seem you do not possess inter-dimension coverage, sir."_

"Well, add that to the weekend to do list." Tony replied before rocketing forward.

…

Back on Asgard, Thor and his steadfast allies made their way towards one of the darker parts of Asgard. As they walked, Volstagg explained what they were doing.

"Heimdall informed us that Skurge had appeared in Asgard a few days ago." he told Thor. "However, whenever he would come to this part of the realm, he would mysteriously disappear from his sight."

"Interesting." Thor pondered. "You have mentioned Skurge many times but have said nothing of Amora."

"It is only him that has been seen." Volstagg told him. "No one has seen Amora in quite some time."

"Strange." Thor replied.

"We believe that Amora is somewhere around here, no doubt responsible for the block in Heimdall's vision." Sif proclaimed.

"I'd believe it." Thor concurred. "How much further?"

"We're nearly there." Fandral told him. "Just on the other side of this plaza.

The group then made their way through the plaza and walked up to a decrepit old manor on the edge of the city.

"This is Amora's old stead." Thor recalled. "You say Skurge is in here?"

"Aye." Hogun confirmed. "Where else would the Enchantress keep her infernal Executioner?"

"A valid point." Thor admitted as they approached the door. "I suppose it would be fruitless to knock."

He then swung his hammer at the door, knocking it off its hinges. It fell in with a mighty crash, revealing a dank, dusty interior of the manor

"If Skurge has been living here, he has not bothered keeping it clean." Thor remarked.

"He never was the cleanest of fellows." Fandral remarked.

They then proceeded to move throughout the mansion, looking for any signs of Skurge. As they searched, they got the gravest feeling that they were being watched. They all kept their weapons at the ready as they searched the manor room by room. Each one yielding less results than the last.

Then, Thor opened one room that held something that made him drop his hammer. Hovering in the center of the otherwise empty room, surrounded by a halo of green energy, was a sleeping Jane Foster.

"Jane?" He let out, entering the room.

As he walked into the room, the door slammed shut with a loud thud. Thor turned to see Skurge standing there, wielding his deadly axe and grinning maliciously at Thor.

"Skurge." Thor spoke in a furious tone. "What is Jane doing here? Where is Amora?"

Skurge merely tightened his grip on his axe, maintaining his silence.

"Still keeping with that vow of silence." Thor muttered. "Shame. I was hoping to do this the easy way."

Thor then swung his hammer at Skurge, only for the Executioner to block it with his axe. He then shoved Thor off and tried swinging his axe at him, which Thor barely dodged.

Hearing the commotion, Sif and the warriors three quickly tried to come to his aid, but the door had been barred shut. Volstagg took a few steps back and charged at the door full force. The impact shattered the door to pieces. Skurge looked up to see Sif and the warriors three enter the room. Thor took advantage of this distraction and quickly clocked Skurge across the face with Mjolnir. Skurge went crashing into a chest on the floor, nearly knocking him out.

"Hold him!" Thor called out.

The other four wasted no time restraining Skurge before he could fully regain his senses. Thor then looked towards Jane, gently gathering her in his arms. The glow faded, and she dropped into his grasp, but the enchanted sleep did not dissipate.

"We must get her to a healer immediately." Thor declared.

…

In the healing room, several healers looked over Jane as she was laid out before them. Thor stood against the wall, hoping beyond hope that the healers could help her. One approached him, looking more than a little worried.

"I am sorry, Odinson, but none of our cures are having any effect." the healer informed him regretfully.

"Isn't there any way to help her?" Thor asked.

"I fear that only a sorcerer could lift the enchantment placed upon Miss Foster." the healer replied. "And we all know that there is no greater sorcerer than the Enchantress."

Thor sighed in defeat before walking over to Jane.

"Jane I am so sorry." Thor told her, brushing his hand against her face. "I know I've gotten so caught up in being a hero, but you are the most important thing to me, in this or any realm… I wish you knew that."

He then leaned over and placed a kiss on her lips. As he pulled away, Jane let out a soft gasp, sitting up as her eyes flew open.

"What the-" Jane let out. "Thor? What's going on? Where am I?"

"Jane!" Thor said, barely comprehending what was happening. "Y-you're awake. How is that possible?"

"What are you talking about?" Jane questioned confused. "All I remember was you bringing me some coffee, then all of sudden I felt really sleepy."

"Jane I… when did I bring you this coffee?" Thor asked. "Last we met, you were heading back to New Mexico after I missed the presentation."

"Missed it?" Jane asked, confused. "But the presentation isn't for another two days."

Thor fumed a bit, beginning to put the pieces together.

"It was not me that gave you that coffee." Thor told her. "It was Amora the Enchantress."

"That jealous, psycho ex of yours?" Jane clarified. "But why would she do that?"

"It would seem she is jealous." Thor guessed. "This was all a trick to get me to leave earth and return to Asgard."

"Then we best get back to earth so you can teach her a lesson." Jane declared. "Besides, I want to have a few words with her about making me miss my presentation."

"Verily." Thor replied smirking.

...

Back at the mansion, Amora had taken down most of the Avengers and had them aching in pain on the ground. She lifted Spider-Man into the air with her magic and was readying herself for the final blow.

"Goodbye, Avengers." she taunted.

Just then, the Bifrost blasted down on the ground next to her. She turned in its direction, gasping in horror.

"No. It can't be!" she exclaimed.

"But it is, Enchantress." Thor rebutted, stepping out of the Bifrost with Jane. "Your petty scheme has failed."

"Thor!" Spidey declared. "A little help?"

Thor simply pointed his hammer out and lightning shot at Amora, knocking her back and releasing Spider-Man from her grip.

"Thanks man." Spidey replied as he dropped to the ground.

"Think nothing of it." Thor replied as Amora got back to her feet.

"Thor, how did you find her?" Amora snarled. "Skurge was supposed to keep her hidden!"

"He picked a poor hiding spot." Thor retorted. "Next time, pick a hideout you haven't lived in."

Amora glared at Thor, summoning her power. She was tempted to aim it at Thor, then thought better of it.

"Perhaps I shouldn't have enchanted her into sleep in the first place." Amora declared. "A mistake I will not make TWICE!"

With that, she took aim right at Jane. before it could hit her, Cap's shield came out of the blue and collided with the blast, inches away from Jane.

"I would highly recommend not doing that again." Cap warned. "You've got more than Thor to contend with now."

The Avengers then started getting to their feet and slowly circling Amora. She looked at them all, realizing that the odds were not in her favor, not with Thor amongst their ranks again. With an angry shriek, she surrounded herself in a cloud of green energy, disappearing from the manor.

"You really know how to pick em, don't you Thor?" Tony asked, lifting his faceplate.

"Indeed." Thor replied. "Though I doubt we have seen the last of the Enchantress. I must return to Asgard to see if Skurge is still imprisoned."

"You better come back though." Jane lightly chastised. "I need to know just how much damage that woman did to my life."

"I give you my word I will return soon." Thor promised before looking up. "Heimdall!"

The Bifrost opened once more, pulling Thor back through before vanishing all together. Jane smiled at it, letting out a sigh.

"Never gets old." she remarked.

Unbeknownst to the Avengers, a mysterious man in a trench coat, scarf and hat was watching the whole battle just outside the gate. He smiled maliciously before walking on down the street.

…

Back on Asgard, Thor entered the throne room and saw Odin talking to Sif and the warriors three.

"I take it Skurge is no longer in our custody." Thor guessed.

"Indeed." Odin replied. "He was transported away not too long ago, no doubt by Amora."

"Aye." Thor agreed. "Amora escaped from the grasp of me and the Avengers not long ago. No doubt she is somewhere on Midgard, plotting her vengeance."

"Why presume she is still on Midgard?" Odin asked, stroking his beard. "She would have no reason to stay now that her scheme has failed."

"That will not stop her from concocting another one." Thor countered. "Already she has stooped so low as to endanger the life of Jane. I fear she may try again, thus I must remain vigilant."

"Then staying on Asgard should be the best course of action." Odin told him. "It is you she seeks vengeance upon after all, not the mortal Jane Foster. She was merely the tool to use against you."

"I cannot abandon Midgard." Thor argued. "The realm needs me; the Avengers need me… Jane needs me."

"Heimdall tells me the mortals are more capable than you give them credit for." Odin countered.

"That may be so, but after Loki's stunt with the Tesseract, I have an overwhelming sense of foreboding." Thor explained. "Something is coming, and I must be there to face it."

"Asgard is your responsibility." Odin reminded him. "Would you abandon it so easily? Especially with the Odin Sleep nearly upon us?"

"Asgard has survived long enough without me." Thor growled. "Every time I leave Midgard, I find myself returning again and again because their world is spawning dangers that mankind has never seen before. Evil that will consume them, unless I am there to stop it."

"You speak highly of these mortals, yet you insist on catering to them like children!" Odin let out.

"I do nothing for Earth that I have not done for Asgard time and again!" Thor threw back. "Asgard is home to countless warriors and yet it calls upon me for aid! Midgard is no different!"

"Enough!" Odin yelled. "You dare defy me?"

There was a heavy silence as Thor gripped his hammer.

"Should Asgard need me, I will be there." Thor promised. "But until then… I choose Earth."

With that, Thor turned around and left the throne room. Odin watched him go, then sagged in his throne, sighing heavily.

...

Jane was waiting right where he'd left her when he returned to the Manor. She threw her arms around him, pecking him on the cheek.

"Any luck?" she asked.

"Nay." Thor lamented. "It seems the Executioner has fled as well."

"Well, they're gonna show up again." Cap reminded them. "And we need to be ready for them when they do."

"Jane, any notes you have on Asgardian energy manipulation could be helpful." Tony said. "Maybe I could find a way to counter her 'magic'."

"It's not magic as much as subatomic fission of various atoms." Jane explained. "I have some notes on it from my time examining Mjolnir that I'd be willing to share with you."

"Though if you don't mind Stark," Thor spoke up. "I'd like some time alone with Jane for a few days. While it was Amora trying to drive a wedge between us, she was not wrong when she said my focus has been split as of late. I mean to correct this."

Jane turned to Thor in surprise.

"Thor..." she let out. "You know I understand your attention is divided. I understood this when we started our relationship."

"But I have been taking advantage of that, Jane." Thor told her, taking her hand. "You mean more to me then I can ever express in words, and it's time I show you that."

Jane blushed hard, turning even redder as Thor kissed her passionately. Both Spidey and Rick turned away, making gagging faces.

"Get a room!" Rick shouted.

"An excellent suggestion." Thor replied, sweeping Jane off her feet.

"That is not what I meant!" Rick called out as Thor flew off with Jane.

…

Meanwhile, Amora and Skurge both materialized in an old warehouse somewhere in New York. Immediately, she turned on Skurge with an angry glare.

"You had one job to do, my Executioner." she growled. "Keep the mortal woman out of my way!"

Skurge just bowed his head in shame.

"Yes, you should be ashamed!" she screamed. "Now Thor will be weary of my schemes, and no doubt Odin and his forces will be watching for us on Asgard!"

"Then perhaps you should stay on earth for a while." A voice suggested.

Amora and Skurge both turned towards the source of the voice, the two of them prepared to strike.

"Who dares to disturb the Enchantress!" Amora demanded. "Show yourself!"

The figure stepped out of the shadows, revealing himself to be the trench coat clad man watching her battle with the Avengers earlier.

"Just someone who has taken interest in your talents." the figure replied. "Perhaps we can benefit each other."

Amora snorted at the idea, lowering her defenses.

"What benefit is there for me to gain from a mere mortal like yourself?" she questioned condescendingly. "Executioner, get rid of him."

Skurge nodded and walked over to the figure and readied his axe. Before he got the chance to do anything, the figure took off his hat and threw it at Skurge's face, temporarily blinding him. The figure took advantage of this and leapt into the air kicking him in the face. As Skurge stumbled back, the figure jumped onto his back and placed some kind of device on him before jumping off. As Skurge turned to face him, the figure pressed a button, causing the device to explode and Skurge to fly across the room. Before Skurge could get up, Amora held out her hand, signaling him to stop.

"You have my attention mortal." Amora admitted. "What may I call you?"

The figure then discarded the trench coat and scarf, revealing a purple outfit with white trim around the base of his arms, yellow boots and gloves, and a purple mask with eyes graced with a golden crown on top.

"My name is Zemo." He introduced. "And if you want to get to Thor, we must first deal with the Avengers."

"And how do you propose we do that?" Amora asked.

"Simple, the Avengers form a powerful team." Zemo explained. "I say we should have one of our own."

...

 **Any die-hard Marvel fans know what he means. Looking forward to the next chapter!**


	24. Straight Outta Wakanda Part 1

_Chapter 24: Straight Outta Wakanda Part 1_

High above the continent of Africa, a lone stealth plane glides through the night sky. Inside, its occupants were prepping for their mission. Leading the mission was a man named Ulysses Klaue, who was currently messing with a special cannon he had been working on for some time. All it needed was the proper power source, which was the purpose of the mission.

"You all know what we are looking for, yes?" Klaue questioned his compatriots.

"Yeah, some kind of special rock, right?" One of the soldiers asked.

"This is some much more than a 'special rock'." Klaue told him. "This rock, Vibranium, is more powerful and more valuable than you could ever imagine.

"And we're supposed to find it out here in the middle of nowhere?" The pilot questioned.

"Tell me something," Klaue spoke. "Ever heard of Wakanda?"

"Yeah, it's some tiny third world country." Another soldier answered. "Sells… like textiles and shit like that."

"All a front." Klaue dismissed. "What they got hidden in these jungles is more than anyone can imagine."

"If it's so well hidden, how do you know about it?" Another soldier asked.

"I tried coming here once, had a friend on the inside." Klaue explained. "Didn't work out then. Making up for it now. Set your course for heading 1-3-8."

"What are you crazy?" the pilot asked. "We'll crash!"

"Then ask yourself, would you rather risk crashing due to the trees, or crash because I put a bullet in your head?" Klaue proposed. "At least one of those ways involves everyone walking out alive."

The pilot gulped, then set the heading as instructed. The plane soared straight for a jungle outline. Everyone save for Klaue braced for impact, only for the plane to phase right through the trees, revealing what could only be described at a science fiction utopia.

"Gentlemen, welcome to Wakanda." Klaue introduced.

...

Inside this bustling metropolis, a young woman with tribal tattoos across her scalp and a traditional battle dress approached an older man on a grand throne.

"Okoye..." The man greeted kindly. "What do you have to report?"

"Shuri has detected intruders in the eastern quadrant, King T'Chaka." Okoye replied. "I am gathering my warriors to combat them, though I believe I may know who is behind this incursion."

"Who? Speak." T'Chaka instructed.

"Klaue." Okoye explained. "The only outsider to ever breach our borders. It appears he is trying again."

"I knew it was only a matter of time before he returned." T'Chaka admitted. "Ready the Dora Milaje and engage the outer defenses. Nothing gets in or out."

Okoye bowed in response before heading out. T'Chaka then got off his throne and went to a display case, containing a black cat themed costume. He wasted no time putting it on as a younger man burst into the throne room.

"Father." The man called out. "What is happening?"

"Klaue has returned." T'Chaka informed as he put on the helmet. "He is leading an army of outsiders in an invasion."

"Then we must fight him!"

"No T'Challa!" T'Chaka told him. "I will aid the Dora Milaje in fighting him off. You will stay here and protect your mother and sister."

"But father-" T'Challa tried to protest.

"Each of us has a duty that we must perform." T'Chaka instructed, placing a hand on his shoulder. "It is my duty as Black Panther to protect all of Wakanda, and it is your duty as prince to protect our family."

T'Challa was hesitant but could not disobey his father and his king. He bowed respectfully.

"Yes, father." he humbly replied.

With that, T'Chaka bolted out of the palace towards where Klaue and his men were spotted.

...

The plane landed in the woods, Klaue and his men all exiting with their guns ready.

"Be on your guard." Klaue warned. "They know we're here."

"Klaue!" T'Chaka cried out.

Klaue and his men turned to see T'Chaka with the Dora Milaje standing before them.

"You are trespassing on Wakandan soil." T'Chaka threatened. "Leave now, before my generosity expires."

"I have tasted your 'generosity' before." Klaue remarked, pulling down the side of his shirt to reveal a nasty brand mark of an African symbol. "I have no desire to taste it again."

"Then you leave me no choice." T'Chaka replied, signaling the Dora Milaje. "Take them!"

The Dora Milaje then readied their spears and moved in. The men saw this and one of them snorted.

"Spears?" One questioned. "I thought these people were supposed to be technologically superior."

The soldier then tried shooting at the Dora Milaje, only for his bullets to be deflected by one of their spears.

"Oh." The man let out.

"Guns, so primitive." Okoye remarked, extending hers before stabbing right through one of the men's rifles.

The rest of the Dora Milaje made their way to the rest of the soldiers, deflecting their bullets and taking them down with ease. T'Chaka even took out a Vibranium dagger from his belt and threw it at the ground, causing a massive explosion that sent everyone flying back, including Klaue. When he picked himself up, he saw that the dagger was still embedded in the ground.

"Perfect." Klaue let out, smirking.

T'Chaka continued taking down soldiers with relative ease. His fingers sported metal claws that cut his enemies down no problem. He then turned towards Klaue, pouncing towards the man with animal-like grace.

"It is over, Klaue." he declared. "This time, you will not get away with a mere brand."

"I've always admired your grandiose nature T'Chaka." Klaue commended. "It's almost a pity I have to kill you."

He then took out his specialized cannon, now loaded with the Vibranium dagger, and blasted T'Chaka with it. The force of the cannon sent him flying back and crashing onto the ground hard. As he picked himself up, he saw that his suit was sparking pink electricity.

"What on…" He let out.

Before he could comprehend what was happening, Klaue blasted at him again. This time, not letting up as T'Chaka's suit took on more and more power. T'Chaka dropped to his knees, unable to withstand the pain the suit was causing him.

"Funny thing about Vibranium, it absorbs vibrational energy." Klaue explained. "But I'm betting even your precious rock has its limits."

Okoye heard her king's distress, immediately attempting to run to his aid.

"My king!" she shouted.

Klaue laughed, aiming his cannon at her and firing. She immediately fell to her knees in pain, her staff crackling with the same energy T'Chaka's suit was coursing with.

"What kind of kings allows his subjects to suffer so?" Klaue taunted. "What will you choose? Flee and save your own life, or save your honored guardswoman?"

"Okoye…." T'Chaka let out, still writhing in pain. "Go… now…"

Okoye remained on her knees, unable to move after the blast. Klaue slowly took aim at her, setting his cannon for full blast. Using what strength he had left, T'Chaka ran towards Klaue and leapt in the way of the blast. The final hit from the cannon seemed to charge the suit to its limits, causing it to explode. The blast sent everyone flying back, the pieces of his Vibranium suit fluttering down like some sort of gruesome confetti.

"NO!" Okoye screamed.

She went for her spear, but the blast had reduced it to nothing. Klaue surveyed the explosion and had a satisfied look on his face. He looked down and saw the remains of T'Chaka's Black Panther mask.

"Take what you can and pack it up!" Klaue ordered picking up the mask.

Okoye looked up at Klaue, seething in rage as she charged at him. He merely blasted her with the cannon, knocking her back into a tree where she slumped to the ground, out cold. Klaue's men gathered what they could of the Vibranium and bolted back to the plane.

...

Back in the palace, T'Challa stood at one of the windows, his mother and his sister by his side. When he saw the explosion, his eyes went wide as a wave of horror washed over him.

"No..." he gasped.

Overwhelmed by grief, T'Challa dropped to his knees as tears fell from his eyes.

"I should have been there…" He let out.

"There was nothing you could have done..." His mother whispered, tears in her eyes as she rubbed her son's back.

As T'Challa wiped the tears away from his eyes, feelings of anger and fury washed over him. He rose up and exited the throne room, much to his mother and sister's surprise.

"T'Challa!" His sister called out before their mother put a hand on her shoulder.

"Let him be, Shuri." She told him. "He just needs time."

…

T'Challa ran towards a sacred grove in the center of the Wakandan palace, which was being tended by an elder by the name of Zuri. when Zuri saw the distraught prince, his walking stick fell from his hands.

"T'Chaka..." he whispered.

"Gone…" T'Challa lamented. "I need the heart shaped herb."

"My prince-"

"King." T'Challa interrupted. "Because of that vile demon Klaue… the mantle of King, and that of the Black Panther falls on me. And if I am to avenge my father's murder, I will need the strength of the Panther behind me."

"...Very well." Zuri relented. "Come with me."

T'Challa followed after Zuri, both insistent and eager at the same time. Zuri took one of the herbs and placed it in a small mortar. He ground it up with a pestle, turning it into a small paste.

"Lay down, my P- my King." Zuri told him.

T'Challa laid down on a small cot, crossing his arms over his chest as Zuri approached with the paste.

"I will not lie to you, the process is painful, and you will suffer." Zuri warned.

"If it will give me the strength to fight the likes of Klaue, I will endure it." T'Challa told him.

Zuri nodded before slowly pouring the paste into T'Challa's mouth.

"May Bast watch over you in your time of need, my King." Zuri said quietly.

...

Once the herb was in his system, he wasted no time heading for his sister's lab. Shuri was crying in the corner, holding herself as she sobbed. T'Challa walked over to her and placed a comforting hand on her shoulder. She looked up at him, her eyes widening a bit as she looked at him.

"You have partaken of the heart-shaped herb..." she realized. "You are going after that- that monster."

"I have to." T'Challa told her. "Is that new suit you were working on for father finished?"

Shuri wiped her eyes, nodding.

"It is, yes..." she answered, rising to her feet.

The two walked over to a stand where a Black Panther costume hung. T'Challa took it, wasting no time putting it on. Once it was fully on and he retrieved a few Vibranium daggers, he was about to head out when Shuri grabbed his arm.

"Don't even think about getting killed out there." She told him. "I just lost my father, and I will not lose my brother as well."

"Do not worry, I will return alive." T'Challa reassured. "Which will be more than I can say for Klaue."

With that, T'Challa left the lab, determined to complete his mission at any cost.

…

"I am sorry, my Queen." Okoye consoled the Queen. "I promise we will do everything in our power to find this murderer."

"Do not bother." T'Challa's voice told them.

Okoye and the Queen turned to see T'Challa, now fully dressed as the Black Panther with his helmet in his hands.

"I will kill him myself." He reassured before putting his helmet on.

"T'Challa, your place is here." the Queen tried to tell him. "As the new Black Panther-"

"It is my duty to protect Wakanda." T'Challa cut off. "I cannot do that with a man like Klaue in possession of our birthright."

T'Challa then started walking off, leaving Okoye and his mother behind with looks of fear and concern for the future king.

...

Several weeks later, the Staten Island Ferry was loading the last of its passengers before taking off. Among those passengers were a loving couple and a pair of drinking buddies. As the four took their seats behind each other, the couple leaned back, glancing out at the large mass of people boarding.

"Smell anything, Logan?" Natasha questioned as she made it look like she was snuggling into Clint's arm

"Nothin yet." Logan answered, taking a swig of his beer. "You sure the deal's going down here, Cap?"

"Positive." Steve answered, adjusting his ball cap. "Tony's sources haven't been wrong before."

Clint peered around the deck and saw some shifty looking characters getting out of their seats and walking towards the door.

"We got movement." Clint reported.

"Insects, we need visuals." Nat insisted.

Outside, a shrunken Wasp and Ant-Man hovered near Spider-Man as he clung to the side of the ship.

"You know, I figured a fellow spider themed hero would know the difference between insects and arachnids." Spidey replied.

"Come on, 'Arachnid'." Ant-Man remarked. "We have surveillance to do."

The three of them then made their way to the deck of the ship, where they saw a woman with a long coat and a floppy brimmed hat sitting down not far from the shifty-looking men.

"I think we just located the buyer." Spidey commented.

"Wonder who she is." Wasp said.

"Not sure," Ant-Man replied, signaling some ants with cameras attached. "But let's see what they're selling."

The ants then flew down near the men talking to the woman.

"I trust you brought what you promised." The woman spoke.

"Of course." One of the men promised. "I trust you brought my money."

"Indeed." The woman confirmed. "Though I would like to see what I am paying for, first."

"Is it just me, or is that woman's accent familiar?" Wasp remarked. "She definitely sounds foreign."

"Not sure." Ant-Man admitted. "Any of you guys recognize it?"

 _"It's Latverian."_ Natasha answered almost immediately.

"Latverian?" Wasp repeated. "As in Doctor Doom?"

 _"The very same."_ Logan agreed, sniffing the air. _"I'd recognize his stench on her. She works for that metal-faced bastard."_

"Well that's comforting." Spidey let out.

"Of course." The men said before turning to one of the others. "Go check on the merchandise."

The other man nodded and went back into the boat to check on their merchandise.

"Antony, go follow him." Ant-Man instructed.

The ant then flew after him and saw him walk up to a white pickup truck with a tarp over the back. The man flipped open the tarp, revealing several high-tech weapons inside. Ant-Man, watching the events play out from a screen on his wrist, was pleased by the results.

"Bingo." He let out.

"Looks like we got this made." Wasp remarked.

"Yeah," Spidey agreed. "We got the weapons, the buyers, and the sellers, all in one place."

As the man brought some of the weapons out to the others, some purple dagger made contact with the cluster he was holding, causing them to explode. Everyone jumped to their feet as civilians scattered.

"What the hell what that?" Clint questioned.

"I don't know." Steve replied. "But we better find out fast."

The four of them got up and ran towards the source of the explosion. Back outside, Spider-Man, Ant-Man, and Wasp went down and dealt with the dealers below.

"Sorry boys, but the weapons deal Ferry was at 10:30." Spidey remarked, webbing one of the goons. "Ya just missed it."

Ant-Man quickly moved from goon to goon, punching them out as he went. As he leapt towards one more, he grew back to normal size and socked him in the face. Wasp meanwhile flew around zapping the remainder of the thugs.

"Too easy." she quipped

As the three turned towards the woman, they were surprised to find she was gone.

"Where's the Doom girl go?" Spidey asked.

"We've got bigger fish to fry." Hank declared. "Look!"

He pointed to wear the leader of the group was currently facing off against a man in a black cat suit.

The man in the cat suit threw the leader against the wall and grabbed him by the throat.

"Where is Klaue?" He demanded. "I do not intend to ask a second time."

"Hey tabby!" Spidey called out.

The man in the cat suit turned to see Spidey swing up and kick him in the face, knocking him back. The man in the cat suit quickly got back to his feet and charged at Spider-Man. He tried leaping over him, but Spidey quickly shot web line at his leg, pulling him back down. Spidey ran over to him but was greeted by a kick to the head.

"This is none of your concern." The cat-man snarled in a thick African accent. "Stay out of this"

"I'm afraid we can't do that." Ant-Man replied.

The man in the cat suit looked around to see Ant-Man and Wasp joining Spider-Man. Seeing the odds were no longer in his favor, he pulled a smoke bomb out of his belt and threw it on the ground. The three Avengers shielded their eyes as the smoke cloud engulfed them. As the smoke cleared, the man was gone.

…

Back at Avengers Mansion, the full team, sans Thor and Hulk, assembled to discuss what had happened.

"Suffice to say, that could have gone better." Cap reported.

"Hey," Spidey voiced. "Everything was going great until crazy ninja cat man showed up."

"Crazy ninja cat man?" Tony repeated.

"Someone in a catsuit attacked the aim deal." Wasp clarified.

"Makes me wish I thought to bring my camera." Spidey lamented.

"Well you kinda did." Tony told him, causing Peter to raise an eyebrow in confusion. "I installed a monitoring system into your mask."

"You were spying on me?" Peter asked.

"It was to monitor your performance level, nothing more." Tony explained. "Just plug your mask into the computer and we'll be able to see what you saw."

"Alright." Peter replied plugging his mask as Tony instructed. "Let's take it back earlier in the day."

A holographic screen appeared and displayed Spider-Man looking in a mirror.

 _"Sup bad guys,"_ He said to himself. _"I'm Spider-Man, and you just got bit."_

"You practice the quips you say to bad guys?" Clint asked.

"No!" Peter defended.

"Okay, okay." Tony spoke up. "JARVIS, a little later in the day please?"

The footage fast forwarded to Spider-Man still in front of the mirror holding a toilet brush.

 _"It is I, Thor, son of Odin!"_

"No, no!" Peter let out trying to block the screen. "This footage is not to be seen by anyone! Especially Thor!"

"Whatever you say, 'son of Odin'." Logan teased, kicking his feet onto the table.

"Just for the record, your impressions are very funny." Wasp complimented.

Finally, the footage arrived at the time of the fight. It showed the man in the cat suit throwing the man against the wall of the ship. Cap suddenly went wide eyed.

"Stop!" Cap ordered. "Can we get a closer look at that?"

"JARVIS, zoom in." Tony instructed.

As JARVIS zoomed in on the figure, Cap continued to stare in disbelief.

"The Black Panther..." he said in shock. "Impossible."

"The what now?" Wasp asked in confusion.

"The Black Panther." Cap repeated. "The greatest warrior of Wakanda."

"You've met him?" Tony questioned.

"I've met a version of him." Cap corrected. "The Commandos and I stopped a HYDRA party from crossing through Wakanda back in the war. For our efforts, the Wakandan people gifted us with this."

He rapped his knuckles against his shield.

"I've heard of Wakanda." Tony muttered. "It's a small, isolated nation in Africa. Known for its secrecy, and the fact that no one has been able to conquer it in its entire history, though no one knows why."

"Though there's a guess." Clint interjected. "That Black Panther guy seems to be a formidable fighter, and his moves are almost superhuman."

"That can't be the same guy Cap fought in the 40's can it?" Peter asked. "He'd be ancient by now."

"Probably the latest in a long line." Cap suggested. "But that's not the issue here. What would drive such a warrior to stray from his homeland?"

"I think he said he was after some guy named, Klaue." Peter relayed. "At least I think that's his name."

"Klaue you say?" Hank asked. "I know of him."

He took over the computer, bringing up a picture of Klaue.

"Ulysses Klaue." Hank introduced. "A known smuggler, arms dealer, and black-market tradesman. His specialty seems to be high risk goods. At first it was nuclear weapons, then he tried to make a grab at the Pym particle, but recently, he's set his sights on a more elusive prize. Vibranium."

"The same metal in Cap's shield?" Peter asked.

"Right." Hank confirmed. "Extremely rare, and very powerful. Jan, you remember Whirlwind?"

"How could I forget?" she replied. "My first supervillain."

"Well I found out through S.H.I.E.L.D. that Klaue is the one who hired him." Hank told her. "Evidently he stole a sonic disruptor of some kind. My guess, he's found a way to turn Vibranium into a sonic weapon."

"You know…" Natasha spoke up. "Rumors have been circulating for years that Wakanda has a secret gold mine of Vibranium."

"Well, that might explain the readings I'm getting from the kid's mask." Tony noted. "The suit the Panther was wearing was giving off an energy signature almost identical to Cap's magic frisbee."

"If this Klaue has gotten a hold of Vibranium, and the Panther attacked an AIM deal," Cap pieced together. "Then it stands to reason that Klaue is AIM's latest supplier."

"We'll look into that more tomorrow." Tony decided, shutting off the computer. "Right now, we all need to get some rest. It's been one hell of a day."

Wasp let out a yawn in response.

"Good idea." She agreed.

"I better get back soon anyway." Peter decided grabbing his mask. "Aunt May will probably ground me if I'm not home by ten."

"Nobody tell the kid it's 9:47." Tony quipped as Peter swung off.

…

It was the dead of night, and just about everyone in the mansion was asleep. Even Tony had forgone his usual late-night tinkering to get some much-needed shut-eye. As silence fell over the mansion, the Black Panther slipped through one of the windows. He slunk quietly through the mansion, making his way to the sublevels with unerring determination. He soon arrived in the assembly hall, where he immediately began accessing the records.

He didn't get far before the elevator dinged. He quickly shut off the computer, jumping into the rafters as Rick Jones emerged from the elevator.

"JARVIS… I can't sleep again." He moaned. "Let me read the archives until I get bored."

 _"As you wish Mr. Jones."_

The screen lit up and Black Panther cursed his luck. He adjusted his position slightly, so he'd have a better grip on the rafters, his claws making a barely audible sound. However, that tiny noise was enough to alert Rick.

"Hello?" he called out, getting to his feet. "Anybody there?"

Panther continued to remain silent. Rick looked around, far from convinced that he was alone. Years of being on the run had made him aware of any possible tails, and his instincts were screaming that he was not alone.

"JARVIS, can you scan the room for me?" he requested.

 _"Certainly sir."_

JARVIS performed a scan of the room, checking every corner and crevice. Panther just remained still as the AI did his work.

 _"Scan complete. You are the only person in the room."_

"No, I'm not." Rick declared, looking right up at the corner where Black Panther was hiding.

"Come down here!" he shouted. "I know you're there! Just come out, and I won't call the Avengers!"

T'Challa just answered with silence. In anger, Rick pulled out his Avengers ID card, hitting the button.

"Avengers!" he shouted, causing a flicker of panic to pass through T'Challa. "There's an intruder in the Assembly Hall! Repeat! There is-"

Panther had enough, he dropped from the ceiling and sliced Rick's card. As Rick looked up, he saw the warrior quickly close in on him, wrapping an arm around his neck and putting him in a headlock.

"I wouldn't do that if I were you." Rick warned.

"And why would that be?" Panther asked.

Just then, Hulk burst through the ceiling, landing right in front of Panther. Hulk wasted no time trying to smash him, but Panther quickly moved out of the way. As Hulk swung his arm at him, Panther jabbed a nerve, causing his arm to go limp. As Hulk stumbled back, Panther did the same to the other arm before backflip kicking him in the face, taking him out.

"Hulk!" Rick shouted. "You son of a-!"

Panther quickly nerve jabbed Rick as well, rendering him unconscious before shoving him towards the downed Hulk. About that time, the rest of the mansion's residents arrived. Tony was in an old white tank top and boxers, a lone Iron Man glove on his hand. Black Widow was in a black bathrobe over a lacey black nightgown with a pistol in her hand. Hawkeye was clad in only a pair of purple boxers, a bow in hand and quiver over her shoulder. Wasp had a mudpack on her face and a pink bathrobe on over her nightgown. Cap was in a white tee-shirt and a pair of shorts, his shield in hand. Logan had an outfit almost completely identical, the two of them both wearing their dog tags.

"The Black Panther…" Cap let out. "What are you doing here?"

"I'm more curious about how he took down Hulk." Tony told him, powering up his glove.

Panther didn't respond as he ran towards the other Avengers. Widow stepped forward and tried shooting at him, but he just danced around the bullets. He then leapt over her and landed right behind her. She turned to try and take him on, but he quickly kicked the guns out of her hand before sweeping her legs out from under her. Thor then came up and tried bringing his hammer down on him, but Panther just jumped out of the way and landed on top of the hammer before kicking him in the face. As he saw Wasp run up he dashed past her, grabbing the tie to her robe. He then dashed behind her and used it to tie her up before kicking her to the ground. He quickly whipped around and brought his claws up to clash with Wolverine's adamantium ones.

"Didn't see that coming, didja bub?" Wolverine growled.

"Perhaps not." Panther admitted.

He then pulled a Vibranium dagger out of his belt before slicing Wolverine across the face with it. It left a long gash across his face that quickly healed. He barely had time to react before Panther kicked him in the chest, knocking him to the floor. Panther then quickly spun around and caught an oncoming arrow right before it hit him. He then tossed it aside and saw Hawkeye standing before him.

"We haven't met yet." He remarked. "I'm Clint."

"I don't care." Panther replied.

Hawkeye fired another arrow at Panther, but quickly dodged it. He moved again to dodge an oncoming repulsor blast from Tony. He quickly jumped into the air do avoid another repulsor blast and caught another arrow shot by Hawkeye. He then threw the arrow at Tony's gauntlet, shorting it out. Panther then landed in front of Tony, picked him up, and threw him at Hawkeye, causing them both to fall to the ground. Cap then came and tried swinging at him with his shield. Panther quickly back flipped out of the way and landed just as Cap threw his shield at him. He easily ducked under it and caught it as it bounced back. He then threw it at Hank, taking him out before he could make a move, before leaping on top of Cap. Before he could make another move, Tony came up to him, arming the missile in the gauntlet and aiming it at Panther's head.

"Don't even think about it, kitty." Tony threatened.

"Enough!" Panther called out.

The Avengers gave confused looks as they pulled themselves up. Hank helped Jan un and quickly untied her.

"What's your game, pal?" Cap asked. "You interfere with our work, break into our headquarters, attacks us, and now you expect us to believe you're just gonna surrender?"

"I am not surrendering, Captain." Panther clarified. "I have simply seen enough. I am sorry for dropping in while you all were 'indisposed', but I wanted to assess your abilities first hand."

Panther then proceeded to retract his claws and remove his helmet, revealing his true face.

"I am T'Challa." He introduced. "Son of T'Chaka, and King of Wakanda."

The Avengers became even more surprised and confused by the revelation before them.

"So, what are you doing here?" Jan asked.

Panther remained silent for a moment before responding.

"I need your help."

…

Sometime later, Spider-Man arrived at the mansion, having received an important call from the team. As he entered the Assembly Hall, he saw all the Avengers gathered around the table with Panther at the head. They had taken the time to fully suit up, which gave Hulk and Rick the time they needed to regain consciousness. Unfortunately, neither of them was very happy with the Panther sitting at the table so nonchalantly.

"Someone wanna tell me why this guy isn't currently being carted off to some S.H.I.E.L.D. prison?" Rick quipped, glaring at Panther.

"Because he has diplomatic immunity for one." Tony replied.

"Spider-Man, Rick, meet T'Challa." Cap introduced. "The new King of Wakanda, and the Black Panther."

"Fights well for a King." Hulk complimented.

"I will take that as a compliment." Panther remarked.

"Hey I don't dis." Spidey replied. "I've had… 'fairly good' experiences with cats in black."

"Kid, what happens in your free time is your business." Tony quipped. "Besides, T'Challa here has quite the story to tell."

"Indeed." Panther spoke up, pulling his mask off. "I do apologize for attacking you, but even in Wakanda, we have heard tales of 'Earth's Mightiest Heroes'. I wanted to make sure that you lived up to your reputation."

"We aim to please." Clint remarked. "But that still doesn't explain what you were doing down in our restricted area."

"I was looking through your database for information on the man I am after." T'Challa explained. "His name is Ulysses Klaue."

"Right, we know about him." Hank replied. "Possesses a device that can turn Vibranium into a sonic weapon."

T'Challa's fists clenched, his teeth gritting as a fleeting look of rage and grief passed over his face.

"Yes." He said softly. "I have seen the effects it has… very destructive capabilities."

"And if he's working with AIM, then it's only a matter of time before more of these things start popping up." Logan put together.

"The Vibranium Klaue stole must be returned to Wakanda, and Klaue himself must be stopped." T'Challa declared.

The way he said that last part put everyone on edge. There was a coldness in his voice, like that of a man prepared to do the unthinkable.

"We have to find him first." Natasha reminded.

"Help me find him, and I will handle the rest." T'Challa told her.

...

 **And now, one of my favorite Marvel Characters. If it wasn't clear, this Black Panther is very much his MCU version. It was the best depiction of him so far, (with EMH coming in at a close second) and the movie was amazing.**


	25. Straight Outta Wakanda Part 2

_Straight Outta Wakanda Part 2_

Inside a secret AIM installation, Klaue was at a table, working on a batch of Vibranium based weapons like his own. As he was putting the finishing touches on his latest weapon, one AIM agent walked up to him.

"Klaue!" He called out.

"Ah Mr. AIM goon." Klaue replied, turning to face him. "I'm glad you're here. You can tell your Scientist Supreme that the next batch of weapons is ready for our next sales pitch. And you still have some left over for your little project."

"That's all well and good," the agent replied. "But our Latverian deal was cut off by the Black Panther!"

Klaue smirked.

"So, the prodigal son has come to avenge his father." He remarked. "I must admit, he came sooner than I anticipated."

"Listen Klaue," The agent spoke again. "It's bad enough that we're on the Avengers' radar, but with this new king coming after us-"

"He's just a child." Klaue dismissed. "An untrained cub pretending to be a man. He is no threat to us."

"You better be right." The agent told him. "For all our sakes."

The agent then walked off, leaving Klaue to return to his work.

"Some people get so uptight over the little things." He remarked.

…

At Avengers Mansion, the team plus Black Panther were looking over all the AIM warehouses they had on record to determine which one Klaue was hiding out at.

"These are the AIM facilities we know about." Cap explained. "We've been keeping an eye on them, trying to figure out what their main goal is."

"They've been scrounging all the leftover alien tech for something." Logan continued. "Something bigger than supped-up blasters. Trouble is we don't know what."

"The endgames of these scientist don't matter to me." T'Challa dismissed. "What matters is figuring out which installation is housing Klaue."

"Well it's not like we can just go knocking down each one looking for him." Wasp remarked.

"Can this system isolate a specific wavelength frequency?" Panther questioned.

"Uh… yeah, why?" Tony asked.

"Vibranium when properly utilized possesses a very unique wavelength signature." T'Challa explained, taking control of the computer. "With the correct spectrum analysis, it can be detected when its vibrational capabilities are utilized."

T'Challa hit a few keys on the keyboard, causing the computer to perform a massive sweep of the city. After a few seconds, the computer singled out a lone warehouse.

"Well… that was easy." Spidey remarked.

"Let's move out Avengers." Cap ordered.

…

At the warehouse, several AIM agents were going about their work, tending various highly sophisticated projects. Suddenly, one of the walls was blown open. The smoke slowly subsided, revealing the Avengers and Black Panther coming out.

"The Avengers?!" One agent cried out. "Here?!"

"Get them!" A second agent ordered.

As the AIM agents started shooting at them, the Avengers scattered throughout the warehouse. Cap leapt over the railing and threw his shield at an agent, taking him out. As he landed, he kicked another agent near him into a wall. A third agent tried shooting at him, but he quickly reclaimed his shield and used it to block the oncoming blasts as he walked up to him and punched him in the face, cracking his visor.

Iron Man landed on the ground and just blasted two AIM agents right in front of him. One agent leapt onto him from behind, but he just whipped his head back, hitting him and forcing him to fall off.

Thor meanwhile, threw his hammer into the battle. It flew around the room, hitting several AIM agents in the head as it did so. It then quickly approached Hawkeye, much to his surprise. He braced himself before it stopped inches from his face. He looked back up as it returned to Thor's hand.

"Cutting it a little close, don't you think?" Clint called out.

Thor just shrugged as he reclaimed his hammer and bashed another agent. Hawkeye returned to the battle and fired an explosive arrow at the ground near some agents. The blast sent them all flying across the room.

Black Widow wasted no time shooting at the agents, taking them out. As one got close, she chopped him in the neck, taking him out. She then swept the legs of another agent before shooting down three more. She then put one gun away as she took the empty clip out of the other and replaced it as another agent came up. She quickly threw her fist up, taking him out.

Wasp flew around the room zapping every bad guy she came across. As she floated in the air shooting an agent, a second agent came up behind her about to grab her. Before he could, a set of metal claws stabbed him in the chest. She turned around to see the agent fall to the ground revealing Wolverine behind him.

"Has anyone ever told you that you can be a little unstable?" Wasp asked.

"On occasion." Wolverine replied before returning to the battle.

Hulk meanwhile was smashing to his heart's content. He bashed and threw around every AIM agent he could find. As he was about to charge at another one, the agent suddenly felt his entire body covered in ants. Hulk turned to see Ant-Man manipulating the army of insects.

"Figures you would take the fun out of a fight." Hulk remarked.

"I prefer to fight smarter, not harder." Ant-Man told him.

Hulk just punched the agent in response.

"I like it harder." He retorted. "It's more fun."

Ant-Man just shrugged as he returned to the battle.

Black Panther meanwhile was going into battle with his claws blazing. He slashed and struck one agent after another. He picked one agent up and threw him onto a table, causing it to shatter to pieces. One agent tried shooting at him, but the blasts just bounced off him. He then walked towards him and slashed the gun with his claws before punching him out. He saw another group of agents about to shoot at him, but he quickly leapt to the wall and ran along it before leaping off and throwing a Vibranium dagger at the group. The dagger exploded on impact, sending the agents flying. As he landed, he went over to one of the semi-conscious agents and picked him up by the throat.

"Klaue." Panther spoke. "Where is he?"

"I- I don't know what you're-"

"I don't like repeating myself." Panther interrupted, squeezing his throat. "Where is he?"

"I'm telling you, I don't know who that is." The guy insisted, coughing. "And even if I did, I wouldn't tell you."

"Is that so?" Panther asked, raising his other hand and extending his claws. "Be certain of your answer. My patience is wearing thin."

Before he could bring his claws down, a line of webbing suddenly attached itself to his arm, stopping it from coming down.

"Whoa there!" Spidey called out. "I'm all for the bad cop routine, but that's a bit harsh, don't you think?"

Panther replied by wrapping his hand around the web and cutting it with his claws.

"You would be wise not to stand in my way, Spider-Man." Panther warned.

"We'll find Klaue." Spidey promised. "But not like this."

Panther just glared at him before Cap stepped between them.

"Alright, enough." Cap spoke. "This isn't getting us anywhere. We need to stay focused on the mission at hand."

"Well I think we've established these guys aren't gonna tell us anything." Wasp commented, flying up to Cap's head.

"So how are we gonna find Klaue?" Spidey asked.

"The same way we found this place." Iron Man replied. "If Klaue has anymore Vibranium with him, we could probably use that to find him."

"There is one piece he would still have." Panther supplied. "My father's helm."

"I think we can use that." Iron Man responded.

…

Across town at a secluded warehouse, an agent burst into the building urgently.

"We have a problem!" The agent reported. "The Avengers attacked one of our warehouses. The Black Panther was with them!"

Klaue raised an eyebrow at that.

"He went to the Avengers for help?" he asked. "Now that is something I did not see coming."

"We need to move out." The agent suggested. "If they find us before ready to move our weapons-"

"What's the big deal?" Klaue asked. "We have no reason to hide

"But, the Avengers-!"

"Will be powerless against my latest creation." Klaue interrupted. "And the Black Panther will be the first to perish."

…

Sometime later, the Avengers took position on various rooftops across from the warehouse where Klaue and AIM were held up. Captain America and Iron Man were perched on a rooftop right across from the building.

"This is Captain America." Cap called out on his ID card. "Iron Man and I are in position. Sound off."

On another rooftop, Black Widow and Hawkeye took their stance, perching on a rooftop right across from the building.

"Black Widow and Hawkeye in position Captain." Widow reported.

"Waiting for your signal." Hawkeye added.

In an alleyway across from the building, Ant-Man and Wasp set up shot as Ant-Man rode an ant and Wasp hovered right next to him.

"So, what's the plan, Cap?" Wasp questioned.

"We go in, find the weapons, destroy them, and take in Klaue." Cap listed off. "If all goes well, it will be your basic snatch and grab, simple as that."

"Cap, things in our line of work are rarely simple." Wolverine replied, taking his position on a rooftop next to the building with Thor and Hulk.

"Well if things go south we can just go to plan b." Thor replied, gripping his hammer.

"I like that plan." Hulk commented, pounding his fist. "Lots of smashing."

"Figures." Wolverine remarked.

"It will not come to that." Black Panther promised, perched on a telephone pole, with Spider-Man on the pole next to him.

"Here's hoping." Spidey replied.

Cap continued eying the building, seeing a strange lack of activity from inside. Finally, the super soldier was tired of waiting.

"Alright, let's move in Avengers." Cap ordered.

The others didn't hesitate to comply and rushed at the building. Thor and Hulk smashed open one wall. Hawkeye and Widow crashed through a window, with Ant-Man and Wasp flying in behind them. Black Panther crashed through another window, with Spider-Man swinging behind him. Iron Man blasted open the door, with Cap following close behind. To everyone's surprise however, the entire room was empty. Panther seemed to be taking this hardest of all.

"No!" He cried out, punching a wall." How could I lose him? How?!"

"This doesn't make any sense." Iron Man let out, going over his scans. "Klaue should be right here."

"Then where is everyone?" Spider-Man asked.

"Right here!" Klaue declared.

Everyone turned to see Klaue coming out of the shadows armed with his sonic cannon, as well as a few AIM agents.

"Ah so you must be T'Challa." Klaue guessed. "You seem to have much of your father's spirit in you."

"You will see just how much!" Panther declared, pouncing forward.

Before he could get close however, Klaue shot at him with his cannon, launching him back. The Avengers tried to move on AIM, but one of the agents pulled out a device that sent out an EMP, disabling Iron Man, Ant-Man, and Wasp. Iron Man just toppled over as Hank and Jan were left trapped in their tiny forms.

"Not this again." Wasp squeaked out.

The others were being bombarded by a series of blasts from AIM's new sonic cannons. The intense sound waves emanating from them were quickly starting to become too much as AIM kept pouring the power on the Avengers. While they were doing that, Klaue walked over to Black Panther as he tried getting up.

"Oh my, what a sense of Deja vu I'm getting." Klaue taunted. "You should be honored. You get to die the same way your daddy did."

T'Challa just growled at that remark as Spidey was blown right next to him by an AIM agent.

"Panther…" Spidey let out. "What's happening... to you?"

"The suit… too much… energy..." Panther wheezed.

Spidey looked over Panther's suit, seeing the surging energy coursing through it. Suddenly, he was struck with an idea.

"Panther… Vibranium… can absorb… energy," Spidey told him. "But… can also redirect it… right?"

Panther nodded painfully.

"Then maybe… you just need… to expel it a bit?" Spider-Man suggested.

"How… do you suggest... I do that?" Panther asked.

"Try… hitting something." Spider-Man suggested.

Panther nodded and mustering his strength, he slammed his fist into the ground. This sent a shockwave through the concrete that cracked it. It also alleviated enough of the strain that he could rise to his feet. The AIM agents stabilized themselves from the shock and prepared to open fire on him. As they began shooting, Black Panther leapt over their heads and landed in the middle of the group, punching and kicking every AIM agent in sight. With the AIM agent's attention diverted, Cap grabbed his fallen shield and threw it at some of the agents taking them out.

"Alright Avenger's let's take them down!" Cap ordered. "Thor, see if you can get Tony, Hank, and Jan powered up again!"

Thor nodded before holding out his hand and summoning his discarded hammer. Once his weapon flew into his hand, he aimed it at Iron Man and shot the armor full of electricity. The systems powered back on, allowing Tony to straighten up.

"Power up 400 percent capacity." JARVIS reported.

"Well, how about that?" Tony remarked before firing his repulsor blasts at some of the AIM agents.

Hank and Wasp used their Pym disks to return to their normal size, Thor immediately juicing up their suits as well. Once back at full power, Wasp immediately shrunk back down and flew in the faces of many AIM agents, blasting them relentlessly. Spider-Man quickly sprang to his feet as well and started webbing up several AIM agents. He quickly webbed one and pulled him in close, kicking him in the chest.

Ant-Man ran towards one agent who was about to shoot at him before he shrunk down and landed on the gun. He then ran along the barrel of it before leaping towards the agent's head and hitting him in the face, cracking his visor. Ant-Man then grew back to normal size as he landed just as another agent was about to fire at him. Just then, an arrow embedded itself in the front of the gun, causing it to explode and knock the agent to the ground. Ant-Man turned to see Hawkeye standing behind him drawing another arrow and smirking.

"Thanks." Ant-Man replied.

Hawkeye just nodded as he returned to the battle. Off to the side, Black Widow found herself back to back with Thor as he bashed agents with his hammer and she just shot them down.

"Black Widow, how are you fairing?" Thor asked, throwing one agent aside like he was nothing.

"Running low on bullets, and energy." She replied, shooting one agent's gun out of his hands. "Other than that, been worse."

"These fiends are nothing compared to the foes I have faced." Thor remarked. "When this is over, I can tell you about my battles against the Frost Giants of Jotunheim."

"You know, the more time I spend with you, the less you make sense." Widow commented.

Thor just shrugged as he swung his hammer upward, knocking another agent into the air.

Hulk meanwhile was tossing aside AIM agents like they were ragdolls. While he was doing that, Wolverine landed behind him and slashed some agents coming from the rear.

"Watch your back, Jade Jaws." Logan told him. "I don't care how oversized it is."

"Can it shorty." Hulk replied, punching out another AIM agent.

Wolverine just growled as he spun around to face Hulk. before he could get a word off though, Hulk just grabbed Wolverine and threw him at a cluster of AIM agents heading towards them.

"I hate you." Wolverine let out, groaning in irritation.

Hulk just smirked in response before returning to the battle. The Avengers continued wrecking AIM agents across the board. much to Klaue's irritation.

"You gotta be kidding me!" Klaue let out before eying Panther heading towards him.

"Klaue!" T'Challa let out. "We have unfinished business."

Klaue then aimed his blaster at Panther and fired at him, but Panther back flipped out of the way, landing in a panther like pose. Klaue shot at him again, forcing him to leap onto a support beam. Klaue continued to shoot at him, but Panther just climbed higher and higher on the support beams until he leapt down towards him, extending his claws and slicing his arm off. Klaue stumbled back in pain as Panther walked up to him. He punched him across the face several times before kicking him to the ground. He then picked him up by the shirt collar and extended the claws on his other hand.

"I am not the same man as my father, Klaue." T'Challa told him. "For my rage is greater!"

Before he could bring the claws down, Spidey's web grabbed hold of his hand.

"Whoa!" Spider-Man let out. "I don't remember the part of the plan where you go all feral."

"Leave me to this Spider." Panther told him. "This is why I am here."

"I'm not gonna let you kill him." Spidey persisted.

"This animal took my father from me!" Panther let out.

"Right, I'm the animal here." Klaue remarked sarcastically.

Spiderman shot a quick burst of web fluid at his mouth, shutting him up.

"Look, I get it." Spidey insisted. "Believe me, if anyone understands getting vengeance for a loved one's death, it's me."

"How could you understand?!" Panther practically yelled.

"Cause that happened to me once." Spidey replied. "Someone took a loved one from me. I found the guy, had him cornered and helpless. And by god, I was all set to do it. But then I realized that it wouldn't change what happened. Killing that man wouldn't bring him back. Worse, I'd become like the very monster that I was trying to stop."

Spidey's words seemed to be getting through, as Black Panther slowly relaxed. His claws lowered ever so slightly.

"Listen, what happened to you was awful." Spidey continued. "And this jerk probably deserves what's coming to him, but do you really believe this is the way to do it? You have a choice in this. To be like Klaue, or your father. A killer, or a king."

Panther's claws retracted, and he dropped Klaue altogether. His posture straightened, and he pulled his mask off his face. There were tears in his eyes, but he wiped them away, a softness to his gaze that was not there before.

"You are right." He declared, looking over at Spider-Man. "I have let vengeance consume me for far too long."

Klaue slowly got to his feet, pulling the webbing from his mouth. He gasped and dropped the white wad of webbing, glaring at the two heroes.

"How droll." Klaue said in disgust. "And here I thought you actually had a spine."

"Do not mistake my mercy for weakness Klaue." T'Challa warned. "You will face Wakandan justice. Then you will wish I had ended it here."

"I look forward to it T'Challa." Klaue remarked.

"Oh, and one more thing." T'Challa remembered. "A common criminal like you has no right to use my proper name. On the very remote chance we should cross paths again, you will refer to me by my title. Black Panther!"

…

Later the coming morning, a Wakandan jet had arrived to return Klaue and T'Challa to Wakanda. Cap walked up to Panther as he watched members of the Dora Milaje escort Klaue on board.

"So, what happens now?" Cap asked.

"I will take Klaue back with me to Wakanda." T'Challa answered. "We will learn just how he came to learn about our country, as well as how he entered it. After that, I am unsure."

"Well, despite how things started, maybe you could serve Wakanda in a more proactive way." Cap suggested.

"And what might that be?" T'Challa asked.

"Join us." Cap told him.

T'Challa raised an eyebrow at this.

"Wakanda has survived on its own for generations." T'Challa replied.

"Maybe, but coming from a guy who's been in the ice for more than 70 years, the world is changing." Cap told him. "Your oath of secrecy might be what drew Klaue to Wakanda in the first place. What's to stop others from trying something like that again?"

"The Black Panther may be strong… but perhaps it is time for him to seek out allies." T'Challa allowed. "Still, it will take time before my people will be ready to embrace the outside world."

"Anything worth doing takes time and work." Cap responded holding out his hand. "But it is worth it in the end."

"That it is, and until that time arrives, I would be honored to fight alongside such honorable warriors." T'Challa concurred, taking Cap's hand and shaking it.

…

Meanwhile, at a secret AIM base, the remaining members of Klaue's party were meeting with the Scientist Supreme of AIM.

"So, Klaue has been captured." The Scientist Supreme let out. "This is… unfortunate."

"Luckily, we were able to salvage the remaining Vibranium." one AIM agent reported. "It should be enough to complete the MODOK harness."

"Good." Scientist Supreme replied. "At least one good thing came out of this. But these Avengers are becoming a real problem. And now that the Black Panther has joined their ranks, we need a way to finish them once and for all."

...

A week or so later, Klaue had been found guilty of crimes against Wakanda and was sentenced to life of hard labor, mining the Vibranium he once sought after. Night fell and an exhausted Klaue collapsed onto his prison cot, his entire body sore from his forced labors. As he laid there, a shimmer of green energy flickered in the corner of his cell and two people appeared: Baron Zemo and Amora.

"So, this is the great Ulysses Klaue." Amora remarked. "I am not impressed."

"He just seems to be down on his luck." Zemo defended. "I know what might be needed to lift his spirits."

"And what might that be?" Klaue asked, slowly sitting up.

"Freedom, a new arm…" Zemo listed off. "And revenge."

Klaue couldn't help but smile at the prospects before him.

...

 **And thus, a new member of the Avengers was acquired. With T'Challa on the team, things are bound to get interesting.**


	26. Everything Is Wonderful

_Chapter 26: Everything Is Wonderful_

It was a sunny afternoon at the newly repaired Stark Tower. Inside, Tony Stark was in the midst of a meeting with one Simon Williams, the CEO of Williams Innovations.

"I don't need to tell you that Stark Industries is killing us." Simon told him.

"Not on purpose I assure you." Tony replied as he was working on something on his computer.

"Look, energy was our main initiative." Simon continued. "But ever since you came out with the Arc Reactor technology, nothing we have can come close to it."

"It's a miracle worker, that's for sure." Tony replied, turning away from his computer screen. "But you didn't come here to tell me what I already know, did you?"

"I came here to ask you to stop." Simon answered. "I know you've been buying up shares of my company for the past few months. I also know we don't know each other, but I came here to ask you not to do this."

Tony seemed to ignore Simon as he turned back to his screen.

"I built my company from nothing." Simon continued. "It's all I have left."

"Was, actually." Tony corrected.

Simon perked up in surprise.

"What?" Simon asked.

"I was in the middle of a few transactions when you came in." Tony answered. "I am the majority shareholder of Williams Innovations as of three minutes ago."

Simon was in disbelief of this. Having his entire life's work snatched out from under him with little to no effort on Tony's part. It was the last straw.

"No." He let out as he stood up. "I'm not gonna let you do this."

He then started walking out of the room.

"I'm not gonna let out destroy everything I have!" Simon declared.

"Destroy?" Tony repeated as he finally looked up. "Simon, wait! Let me-"

Tony couldn't finish before Simon stormed out the room and passing Peter Parker as he did so.

"Explain." Tony finished feeling dejected.

Tony slumped back into his chair as Peter entered the room.

"What was that all about?" Peter asked.

Before Tony could answer, Ant-Man climbed out of the hard drive and stood on top of it.

"Not much, Peter." Hank answered. "Tony just failed a life lesson on business ethics. What are you doing here anyway?"

"Validating my Avengers story of a Stark Internship." Peter answered. "What about you?"

"Tony needed help with a problem in the hard drive." Hank answered. "Though it's his people skills that need the more serious overhaul."

"I take it you didn't find anything." Tony replied.

"You just crushed that guy, Tony." Hank berated. "How can you be so callous?"

"I'm working on a plan that neither of you could understand." Tony replied. "Bet Jan would understand."

Hank just glared at him. Peter didn't need his spider sense to detect the immense tension between the two.

…

Jan meanwhile, was working with Thor and Wolverine to chase down a few AIM agents in a strange flying sphere. Wolverine followed on his bike while the other two pursued the ship from the air.

"I swear, these guys are like cockroaches." Jan commented. "They just won't stay down."

"Right?" Wolverine replied. "Just how many of these guys are there?"

"I know not." Thor replied. "But perhaps we can thin their ranks a bit."

As they continued pursuing, the AIM agent in the sphere aimed a large weapon that seemed to be of Chitauri make, firing it at the heroes. Wolverine swerved around the shots while Wasp and Thor dodged and weaved through the air.

"Ok, I'm getting a little sick of these guys." Wasp let out. "Thor, think you can clip their wings?"

"Aye!" Thor replied.

He then threw his hammer at the weapon, destroying and creating a smoke trail along the air as they flew away.

"Nice work goldilocks." Wolverine replied as Thor reclaimed his hammer. "You gave us a trail to follow."

"Best way to kill a cockroach, take out its nest." Wasp quipped.

"Then let us be off!" Thor declared as they took off.

…

Steve still had a hard time processing this, but he still felt he had to do it. He took out the flower he brought and laid it at a headstone that read "Margaret Elizabeth 'Peggy' Carter, Founder of S.H.I.E.L.D, Loving Aunt, and Unforgettable Woman". He stepped back and just stood there, thinking back on the memories he shared with the wonderful woman that lay before him.

"You know, the headstone doesn't do her justice, does it?" Sharon's voice commented from behind Steve.

Steve turned around to see Sharon walking towards him.

"Sharon?" Steve let out. "What are you doing here?"

"It's Aunt Peggy's birthday." she replied, holding up a small bouquet of flowers. "I always visit her and bring her flowers. I owe her that much, and so much more."

"I know how you feel." Steve replied. "When I first got the serum, she was the only one who thought I was meant for more than reading lines off a shield and selling bonds."

Sharon snorted a bit.

"Oh yes, I saw the news reels." Sharon remarked. "I have the song as my ringtone."

"Oh god." Steve let out, chuckling. "I was hoping that little part of my history would be forgotten."

"Sorry." Sharon said, pulling her cell phone out and playing the song.

Once those trumpets started blaring and the showgirl's started singing, Steve turned red, covering his ears good-naturedly as Sharon sang along slightly off key.

 _"Who's strong and brave? Here to save the American way?"_

"Please turn that off." Steve requested. "I am willing to play any price."

"Any price, huh?" Sharon teased. "Alright, Mr. Star Spangled Man with a plan, my price is dinner. The Stork Club at 7 o'clock sharp."

"Didn't think it was still open." Steve replied, slightly surprised by her request.

"Aunt Peggy went there every other Saturday." Sharon explained. "It's being run by the owner's grandson now, but it's still open for business."

"I'll try to be there." Steve told her.

"Don't you dare be late." Sharon warned, wagging a finger in his direction.

Steve just smiled as Sharon walked off. He had thought today would be sorrowful, but maybe there was hope for the super soldier after all.

…

Across town in a black limo, Simon was meeting with a rather shadowy figure in the seat across from him.

"I can't lose the company." Simon declared, his fists clenched and his teeth grinding. "I won't! I need help, Eric."

"Well, that's what brothers are for." Eric replied. "Though I gotta admit, I was surprised to hear from you after all this time. What was it you told me?"

"Eric, I was-"

"Oh, that's right." Eric replied. "You don't associate with psychotic criminal scum."

Simon looked down in shame.

"Relax Simon," Eric reassured, pulling up a hood. "I don't take it personally. And you're right, I do know people who can help you. They can help you give Tony Stark exactly what he deserves."

The limo then pulled into a featureless building on the edge of the business district, pulling into a large garage. The two men got out of the car and walked into an elevator. Eric pulled down the door as the car traveled downward.

"These are the same people who made my scythe." Eric explained, pulling out his signature weapon on his right hand. "They can give you the power to destroy Stark and bury his company ten feet under."

Simon looked more than a little apprehensive, rubbing the back of his neck.

"I don't know..." he let out.

"Trust me Simon." Eric reassured. "You couldn't be in better hands."

Finally, the elevator stopped and opened. Simon walked out and saw a massive scientific laboratory hidden under the building. Simon was in awe in this when a man in a yellow helmet unique to the other AIM agents came forward.

"Simon Williams, welcome to AIM." He said. "I am Scientist Supreme."

Simon took a step back, but gulped, then steeled himself.

"I've been told you can help me." he declared.

"We can." Scientist Supreme confirmed. "We have a procedure that will make you into a being powerful enough to defeat even Iron Man."

"A being?" Simon asked. "You mean I won't be human anymore?"

"Do not misunderstand." Scientist Supreme comforted. "Humanity is important. You will retain everything that makes you who you are. We will simply augment your body using one of our most crowning achievements: The Zeta Beam."

He gestured up to an incredibly intricate machine, surrounding a special lens that was pulsating with strange purple light.

"With the ionic energy of the Zeta Beam, you will become a wonder of science." Scientist Supreme boasted. "Power that not even the Avengers can contend with, least of all, Iron Man."

Simon clenched his fist at the mention of the man who took his life's work away.

"I don't have any other choice." He muttered. "Stark has taken everything I care about. I have to take it back."

"Very well then." Scientist Supreme replied. "Drones! Prep him."

The drones got to work prepping Simon for the procedure.

...

They led Simon over to a special case in the center of the room. After stripping him of his suit, they hosed him down with some sort of yellow-green gas. They then attached several electrodes to his chest before giving him a green suit with a red "w" on the front and a green helmet.

"You do realize that no one has survived this process, right?" Scientist asked Erik.

Simon looked back towards his brother, who just smiled in response.

"That's life." Erik let out.

…

At the Stork Club, Sharon sat at a booth in the corner. Steve looked around, marveling at how much the small restaurant had managed to remain untouched by time. The walls were decorated in faded photographs, some in color, but most in black and white. Other than that, it looked almost exactly the way it had all those decades ago. He looked around and saw Sharon sitting in her booth. He wasted no time walking over to her.

"Looks like I made it on time." Steve remarked.

"Looks like." Sharon replied as Steve took a seat. "You know, Aunt Peggy had this booth permanently reserved."

"Seriously?" Steve asked, honestly surprised.

"Check the plaque on the back of your seat."

Steve looked and saw a plaque that read 'Reserved for Agent Peggy Carter and Captain Steve Rogers'.'

"Wow." Steve let out. "She really held out hope."

Steve's face dropped a bit.

"Makes me wish HYDRA thought to thaw me out sooner." He lamented.

"Hey, don't think like that." Sharon chastised. "Aunt Peggy always held hope you'd return, but she also didn't let grief consume her. She got married, made a life for herself, and founded the greatest defense agency in the world. And she did it for you."

"I am happy she got to live a full life." Steve acknowledged. "I just wonder sometimes if I can find one."

Sharon placed a hand on Steve's in a comforting gesture.

"I'm sure you'll find yours." She assured him. "I mean, you seem happy with the Avengers so far."

"They're a great team." Steve confirmed. "Though family… kids… just kinda wonder if that sort of life's in the cards for me at this point."

"I'm certain it is." Sharon promised. "You just need to find the right dance partner someday."

Steve just smiled as he picked up his glass.

"Here's to someday." Steve said.

Sharon grabbed her glass and lifted it as well.

"To someday." she toasted.

…

Back at Stark Tower, Tony was down in his private lab, going over several pieces of his newest Iron Man suit. Hank and Peter were right behind him, the former still chastising him for what happened with Simon.

"I'm not judging you." Hank insisted. "I'm just saying you value business and money over people."

"How is that not judging?" Tony asked.

"I've seen it before, that's all." Hank replied.

"Ok, what's your deal?" Tony asked. "You've been giving me looks since this team started! Look if it's about that night with me and Jan, I told her I-"

"This has nothing to do with Jan, Tony!" Hank snapped.

Tony suddenly realized what he was mad about.

"No, of course." Tony responded. "This is about Ultron. Still holding a grudge, aren't you?"

"Uh… what's an Ultron?" Peter asked. "Am I missing something here?"

"Three years ago, I came to Tony with an idea." Hank explained. "He had already succeeded in creating an artificial intelligence, and I wanted to expand on it."

"Expand how?" Peter inquired.

"By imprinting human brain patterns onto a machine." Hank explained. "It was revolutionary… until Tony's true colors came out."

"Hank-" Tony tried to protest.

"You just wanted to make weapons." Hank cut off. "Were you ever gonna tell me you were shopping Ultron around to the military?"

"I was a different man back then, Hank." Tony argued. "I've changed."

"Sure you have." Hank said sarcastically, crossing his arms. "You may not be making weapons anymore, but you're still hurting people. Just ask Simon Williams."

Tony lowered his head in shame.

…

At the AIM base, the ship fighting Thor, Wasp, and Wolverine were fighting arrived at the AIM stronghold Eric had brought Simon.

"What are you two doing here?" An agent asked the other two exiting the ship.

"We were in the middle of the Magia sale when three Avengers showed up." An agent explained. "Thor, Wasp, and Wolverine chased us, but we were able to lose them."

"What?!" The first agent let out. "The Avengers chased you, and you came back here?"

"Ya know," Wolverine remarked, coming out of the shadows. "For being called the Advanced Idea Mechanics, that was a pretty dumb idea."

"Yeah, what were you thinking?" Wasp asked, coming out from behind one of the agents. "Hi."

Wasp then proceeded to blast him in the face. The other two tried to run away, but they came face to face with Thor. who quickly bashed them aside with his hammer. Wolverine surveyed the scene, looking a bit annoyed.

"Quit hogging the action, Goldilocks." he snarled.

"Worry not, Wolverine." Thor reassured. "Knowing our luck, there will be more where those fiends came from."

"Lucky me." Wolverine remarked, extending his claws.

...

Meanwhile with Simon, the agents placed him in the specialized metal case and lowered it into position. Once he was properly lowered, one agent pulled a lever, activating a device that lowered the Zeta Beam generator. With the flick of a switch, it powered on, bathing Simon in trillions of volts of radiation. It didn't take long before the pain of the procedure took hold of him. He let out a scream of agony as the Scientist Supreme and Erik watched on.

Suddenly, the far wall exploded as Thor, Wasp, and Wolverine entered the room.

"Okay you mooks, hands where we can see them!" Wasp commanded.

"Who's the grim reaper?" Wolverine asked.

"You got it the first time." Grim Reaper responded, pulling out his scythe. "And no one's going anywhere."

"We will see to that." Thor declared, spinning his hammer and flying into battle.

Thor landed in a cluster of AIM agents and hit his hammer onto the ground. The shockwave sent them all flying back. Wasp flew into the fray blasting every agent she set her eyes on. Wolverine charged in as well, but Grim Reaper charged at him, clashing his scythe against his claws. Wolverine shoved him off and continued to clash with Reaper repeatedly. Reaper aimed high, but Wolverine ducked under the slice and punched him in the face, knocking him back.

Thor meanwhile continued bashing agents left and right and center. Seeing some more coming, he spun his hammer, generating a lot of electricity and launched the electric wave at them. Unfortunately, the wave sailed past the fallen agents and hit the Zeta Beam generator. The generator surged with electricity before blowing up and pouring down insane amounts of ionic energy at the case.

"Uh-oh..." Wasp let out. "I think you broke it."

Reaper looked over the smoky mess before him, questioning whether his brother made it. As the smoke cleared, a glowing purple being stood in place.

"Huh, he survived." Reaper remarked.

"The lightning bolt must have changed the algorithm." Scientist Supreme hypothesized.

"Another villain?" Thor asked.

"Knowing our luck, yeah." Wolverine replied.

"You guys wanna hit him, or should I?" Wasp asked.

Before either of them could answer, the being flew past them and through the ceiling.

"Incredible!" Scientist Supreme let out. "We have created a being of pure ionic energy! AIM is the truly the greatest scientific authority in the world!"

Suddenly, Thor's hammer connected with his head, sending him flying across the room and cracking his face mask.

"You talk too much, villain." Thor informed him.

…

Back at Stark Tower, Peter was considering leaving the room while Tony and Hank were still fighting.

"What do you want me to do, Hank?!" Tony asked as he put on one of his suits.

"Try not to be a self-absorbed, ego centric, money hungry-" Hank listed off.

"Everything I do is to help people!" Tony snapped, his facemask sliding over his face.

"Everything you do is to clean up a mess you made!" Hank retorted.

"You know I'm just gonna-" Peter started to say before his Spidey senses went haywire. "Uh-oh."

Just then, a loud rumbling shook the building and the three heroes.

"Ok, I didn't do that." Tony replied before flying off.

Peter reached into his backpack, pulling out his suit.

"We should probably help him." Peter commented.

"Probably." Hank concurred, grabbing his Ant-Man helmet.

…

Iron Man flew up the side of the building until he saw a gaping hole in the side of it. He entered the hole, leading into his office, and saw the purple figure standing in front of his desk. Light purple smoke seemed to emanate off his body, and his entire form seemed to shimmer as if it wasn't completely solid.

"You know, there are less destructive ways to get my attention." Iron Man remarked.

"Obviously not." the figure remarked. "I told you I wouldn't let you take my company!"

"Wait, Simon?!" Tony let out. "My god, what happened to you?"

"You happened to me!" Simon shouted. "You took everything from me, and now I'm taking it back!"

"Simon, wait." Tony spoke. "You don't understand. Let me-"

Tony was cut off by Simon punching him in the face so hard, he destroyed his helmet. Before he could hit the ground, Simon grabbed him by the chest and lifted him up in the air.

"That's… that's impossible." Tony let out.

Simon then threw Tony into a wall, where he was greeted by a confused Pepper Potts.

"What the-" Pepper let out.

"Pepper! Run!" Tony cried out.

She immediately turned and ran the other direction, right past Spider-Man and Ant-Man.

"Pepper." Ant-Man said, grabbing her. "Where's Tony?"

"In there." Pepper told them. "He's in trouble. Please help him!"

"We will." Spidey reassured. "Just get out of here."

Pepper nodded as she ran off. Ant-Man and Spider-Man ran into the room to see Simon wailing on Tony and destroying his armor piece by piece.

"Whoa, talk about tearing him a new one." Spidey quipped.

"Not helping kid!" Tony let out.

"It's sickening how you pretend to care about people like that." Simon remarked. "We're all just toys to you! Something for you to use until you lose interest and discard them!"

"Hold it, purple guy!" Spidey cried out, landing in front of him. "Tony maybe a bit of a tool, no offense, but killing him is just going too far."

"I have to agree." Ant-Man concurred. "Maybe we can settle this, scientist to scientist. I wouldn't mind taking a look at you either. Is that ionic energy you're emitting?"

Simon just smacked Hank aside before trying to punch Spider-Man. The web head quickly backflipped out of the way as Tony took his only good gauntlet and blasted Simon with it.

"Spider-Man and I will deal with Simon," Hank told Tony, getting back on his feet. "You get to safety."

"Yeah… wait we will?" Spidey asked.

"I'm not gonna leave you two." Tony told them.

"I didn't say don't come back." Hank argued. "Now go!"

Simon then picked himself up and charged at them.

"Avengers Assemble!" Hank called out as Simon tackled him out a window.

Spidey followed him outside and shot a web line to catch himself as Hank grew giant sized to cushion his blow.

…

At the Stork Club, Steve and Sharon were laughing it up sharing stories.

"Did you know that Aunt Peggy was actually the one who got Dr. Erskine to the United States?" Sharon quizzed him.

"I think I remember Peggy mentioning something about that." Steve recalled.

"She disguised herself as a maid and was invited in by the Red Skull himself." Sharon continued. "She managed to get him out of the castle without much effort."

"That's Peggy for you, not letting anything stand in her way." Steve remarked.

"Yeah." Sharon agreed. "She was a stubborn woman, and because of that, everyone feared and respected her.

"I can attest to that." Steve confirmed before a beeping sound went off.

He reached into his pocket and pulled out his Avengers ID card and saw it was going off.

"I have to go." Steve told her.

"I understand." Sharon assured him. "Still, I rather enjoyed this. Maybe we can do it again some time?"

Steve smiled in response.

"I'd like that." He replied before running off.

…

Simon's eyes glowed read as he tried punching at Spider-Man. Spidey dodged one strike after another before back flipping out of the way and landing on the wall of a nearby building before Giant-Man brought his hand down on him.

"Mr. Williams, please!" he begged. "You don't have to do this."

"Yes! I! Do!" Simon shouted, increasing in size before shoving him off.

"He can grow too!" Spidey let out. "That's it, I am so do for a power upgrade."

"You're able to expand the ionic energy." Giant-Man let out in awe. "That's amazing!"

Simon took advantage of Hank's distracted state to punch him in the face, sending him colliding towards the building Spider-Man was on. Spidey leapt off the building right before Giant-Man hit it and swung towards Simon. Simon just swatted him away, causing him to land on another rooftop with a thud.

"Ow." He let out. "Now I know what a real spider feels like."

Simon tried bringing his massive hand down on Spider-Man, but Spidey quickly shot a web and pulled himself away. Before he could make another move, Giant-Man came from behind and wrapped his arms around him.

"Simon, stop this!" Giant-Man insisted. "You're a scientist! A creator, not a destroyer!"

Simon forced Giant-Man's arms off and grabbed him from behind before flipping him over onto a rooftop. Giant-Man shrunk down before Simon could punch him, allowing Spider-Man to try and web his eyes. Simon struggled to tear them off before lasers shot from them, disintegrating the webbing to nothing.

"Oh." Spidey let out. "Well… that's not good."

"I am what Stark forced me to become!" Simon shouted in response to Hank's comment.

"What Tony did was wrong," Hank concurred, growing back to normal size. "But killing him isn't going to solve anything. Do you really want to throw everything you've become away for petty revenge? You are so much more than that Simon."

Simon soaked in what Hank was saying and was starting to consider it. He shrunk back down to normal size as Spidey lowered himself and Hank onto the street.

"I can't believe that worked." Spidey remarked. "I've lost count of how many times I've tried to do that, and it backfired."

"I never wanted to hurt anyone." Simon told them. "It's just Stark… he took everything I've worked for.

"That's never what I wanted."

The three turned to see Tony walking down the street towards them.

"Stark." Simon let out about to move on him.

"Simon, wait!" Tony let out. "Let me explain. I didn't buy your company just to get profits. I bought your company to save it."

Simon was surprised to hear that, as were Ant-Man and Spider-Man.

"You… were trying to save it?" Simon let out.

"I went over your finances." Tony elaborated. "Your company was neck deep into debt, it wasn't going to survive on its own. I also saw you had game changing ideas in the works. I wanted to work with you. And I still do."

Tony then held out his hand towards Simon.

"If you'll let me."

Simon looked up at Tony, then slowly held out his hand. Just as they were about to shake on it, Simon's entire body began to quiver. Pulses of Ionic energy began to emit from his form, which was clear becoming unstable.

"Simon?" Tony questioned, worried about the man. "Simon?!"

Simon backed away, confused about what was going on as well. Then suddenly, dark storm clouds began to gather above the group. The three avengers looked up, immediately knowing they source of the sudden weather shift.

"Oh no…" Hank let out, knowing what that meant.

"W-what's happen-" Simon tried to ask.

Just then, a bolt of lightning came out of nowhere and struck Simon in the chest. The burst of energy seemed to stabilize his shifting form, but it also pissed him off.

"Stay thy hand villain." Thor warned, landing in front of them. "Lest you feel my wrath."

"Thor, wait!" Hank called out. "You don't understand."

"You…" Simon let out, becoming angry again. "You tricked me!"

"No, I swear!" Tony tried to explain. "Thor, stop attacking!"

"Why?" Thor asked. "You know this creature?"

"That creature is a man." Hank explained. "A man who-"

Hank was cut off when he saw Simons body began shifting form and fluctuating once again.

"What's wrong with him?" Wasp asked as she, Wolverine, and even Cap came up.

"The ionic energy field around him is unstable." Hank hypothesized. "Whatever turned Simon into this thing is tearing him apart."

"I think he's going critical." Tony added. "If we don't do something soon..."

"What can we do?" Cap asked.

"What you need is some sort of stabilizer." Spidey suggested. "I saw when Thor struck him with lightning it brought him back from globbiness."

"We need something that can generate enough power to keep him in a solid form" Hank pieced together.

"I got it!" Tony exclaimed. "Everyone, we need to get Simon back to Stark Tower!"

Hank nodded before growing giant sized and picking up Simon.

"Hold it together Simon." Giant-Man told him, running towards the tower. "We're gonna save you."

…

Once they reached the tower, Thor threw his hammer at the wall of the tower leading into the arc reactor room. Giant-Man carried Simon through the hole and towards the reactor.

"Just a little longer." Giant-Man told him.

"Why are you doing this?" Simon questioned, fizzling in and out in Hank's grip. "Why are you helping me? After I attacked you..."

"Because no one deserves to die like this." Hank told him. "Especially not you."

Finally, Hank placed Simon into the reactor, his energy dissipating and mixing with that of the Arc reactor. The usual blue tint changed to a deep purple, and a face began to form in front of the Avengers. It took a moment, but it eventually solidified into Simon's.

"Thank you." he told them all. "And Tony… I'm sorry I didn't let you finish before. I knew you only by your reputation as a man who cared only about profits, and I was afraid of just being another casualty of Stark Industries."

"I'm sorry I made you feel this was the only option for you." Tony told him. "I promise, one day I will find a cure for you."

"I know you will, Tony." Simon told him. "And when that day comes, I look forward to working with you to get Williams Innovations back into the spotlight."

"So do I." Tony replied as he and Hank walked off.

"Tony…" Hank let out. "I was wrong too. You aren't the man I met with three years ago."

"I admit I still have some work to do with my communications skills." Tony conceded. "And I can still come across as a big jerk."

"You can." Hank agreed. "But you're 'are' getting better."

…

Later that night, Simon was resting in the arc reactor when he felt something pull him from the device. His ions were forced back out into the reactor room, where his former body was reformed. This time however, it was far more solid.

"What the…?" he let out. "How did I-?"

"You did nothing." a female voice interrupted.

Simon turned to see Amora walking into the room, her executioner on her left with Baron Zemo on her right.

"Who are you?" Simon demanded.

"My name is Amora." she replied. "And you work for me now."

Zemo let out a small cough and Amora rolled her eyes.

"Sorry, you work for us now." she amended.

"Why should I listen to you?" Simon asked.

"A simple reason, my dear 'wonder man'." Zemo declared. "You power will be of great use to us, and should you decide to disobey for any reason..."

He gestured to Amora, who waved her hand in Simon's direction. His form immediately began to fluctuate again, only this time at a much faster rate.

"No! Wait!" Simon cried out.

Zemo turned to Amora and nodded, signaling her to stop. She did, and his form returned to normal. He breathed a sigh of relief, then looked over at the three villains.

"Alright… what do you want me to do?" Simon relented.

Amora smiled.

...

 **Took some liberties with this one. Wonder Man isn't a bad guy, he just made some bad choices. Besides, Marvel is the master of the tragic villain, so it works.**


	27. A Girl's Day Out

_Chapter 27: A Girls Day Out_

Natasha centered herself as she stood in the training room, her fingers dancing over her pistols. Then suddenly, the room came alive. Turret guns lowered from the ceiling, tiny targets attached to them. They began to fire, and Nat twisted to dodge, firing at the small targets. Once she hit them, the turrets stopped firing and retracted back into the ceiling.

A few dummies popped out of the ground as well, machine guns attached to them. Nat shot at the dummies' fatal points, and they retracted as well. Eventually, she ran out of bullets and brandished her stingers, attacking the dummies with a series of takedowns that would make even the most seasoned fighters question their skills.

As Natasha continued her training, Jan wandered into the room, seeing the former Russian spy at work. She watched for a few minutes, then shrunk herself down and flew up to the control room. Once she got there, she returned to her full size and paused the program. Nat saw the program halt and looked around.

"Clint?" she questioned.

"Nope, Janet." Wasp corrected, flying down towards Natasha. "Clint, Hank. and the rest of the guys are having some sort of poker game at the Fantastic Four's place, Rick took Dr. Banner out fishing, and I think Peter's on a fieldtrip. That leaves just the two of us."

"I can do the math Jan." Natasha replied, heading towards the control room to restart the session.

Jan quickly moved in front of her to block her way.

"Then answer me this." Jan offered up. "Why are two fine young women like us staying cooped up here in this mansion?"

"Because I have a very strict training regime that I keep to." Nat replied.

"Oh, come on." Jan insisted. "Can't you take a single day off?"

"And do what?" Nat questioned.

"Well, I was thinking that as the only female members of the Avengers, maybe the two of us could have a girl's night out." she suggested.

Nat stared at Jan, then attempted to walk past her to restart the program. Jan intercepted her once again.

"Oh, come on, Nat." Jan insisted. "Being a normal woman for one day isn't gonna kill you. Who knows? Maybe you'll actually have fun."

Natasha paused for a moment, considering Jan's offer. She then looked the woman in the eyes and sighed.

"You're going to keep pestering me until I cave, aren't you?"

"Pretty much, yes."

"And you are aware I've been trained to resist most interrogation techniques and torture."

"I assumed as much." Jan replied.

"And yet you are going to continue to try anyhow."

"Hank says I'm stubborn like that."

Natasha sighed, then slipped her stingers off her wrists.

"Give me ten minutes to get ready." she insisted.

"Not a problem." Jan assured her with a triumphant smile.

…

The two women walked down the street like two close friends. Jan was wearing a yellow blouse over a black tank top with skinny jeans and a pair of boots. Natasha wore a simple black shirt under a brown jacket with dark jeans and boots of her own. Her stingers poked out under her sleeves, and Jan was pretty sure she sat the glint of a knife hidden in her boot.

"Jeez, where's the war?" Jan joked.

"In my line of work, war can happen in the blink of an eye." Natasha replied. "Better to be prepared for the worst than caught off guard."

"Sheesh, do you ever relax?" Jan questioned. "Seriously, when was the last time you just kicked back? Maybe read a magazine? Saw a movie?"

"That's never really been… my thing." Natasha admitted.

"Well it's gonna be today." Jan declared, grabbing her arm. "I know this great restaurant downtown that makes the best manicotti."

"This is gonna be fun." Natasha let out sarcastically.

…

Lunch proved to be rather uneventful. Though the meal was good, Jan found it nearly impossible to strike up a conversation with Natasha. Outside of superhero work, neither of them had anything in common. Once they left the restaurant, Jan thought over other things for them to do.

"You know… The theatre's playing a new release of Love Amongst the Dragons." she suggested. "It's this movie about a man who visits china and falls in love with one of the emperor's consorts."

"Sounds dumb." Natasha commented.

"I'll have you know that it's a timeless classic." Jan remarked a bit off put. "Hank took me to see it on our first date."

"I'll bet it was wonderful for you." Natasha replied.

"Just lighten up and give it a chance, okay?" Jan insisted. "That's an order"

"Fine." Nat relented. "Though technically, I outrank you."

"Whatever." Jan dismissed. "Let's just go."

...

The movie proved to be a disaster. One couple in the back row had been trying to make out, but Natasha made sure to ruin their evening. Even worse, one unfortunate young man had been on his cellphone, only to have it snatched out of his hand by Nat before she zapped it with her stingers. The two women didn't even make it halfway through the film before the usher kicked them out.

"Well that was a fiasco." Jan griped as they walked out of the theatre.

"Can we go back to the mansion now?" Natasha requested.

"No." Jan replied. "I am going to make the most of this day."

"And how are you going to do that?" Natasha asked.

Jan pondered for a minute, then she noticed a local boutique that was having a clearance sale. Her eyes lit up and she grinned.

"By doing the one thing every woman enjoys doing." Jan answered. "Going clothes shopping!"

Jan practically bolted towards the store as Natasha walked after her, rolling her eyes.

"Of course." She let out.

The two women entered the store, and Jan was immediately flitting from rack to rack like the insect she named herself after. She filled her arms with various outfits as Nat followed her, not really interested. That is, until Jan dumped her entire armful out clothes into Nat's hands.

"Here." Jan insisted. "Go find a fitting room and try these on."

"You expect me to try on all this?" Nat asked.

"Not all at once, silly." Jan told her. "Think of it as… creating an ensemble to go undercover."

"Well… I suppose." Nat relented. "Though am I to assume you'll be back with some of your own?"

"You expected anything less?" Jan asked, heading to another part of the store.

Nat watched her go, then looked down at the pile of clothing. She was mildly surprised to find them in various shades of brown or black, and even a few reds thrown in. Jan had taken her style preferences in mind, which brought a small smile to Nat's face.

…

Nat found the fitting rooms just as Jan came up with some clothes of her own.

"Yeesh, you buy the whole store?" Nat joked.

"I haven't bought anything yet." Jan informed her, smiling. Though I'm happy to see you finally opening up."

Natasha just smirked, then the two began trying on various outfits. Jan's outfits consisted of a wide variety of different styles. She tried on a tasteful, yellow evening dress with a pair of black high heels and a leather clutch one time, then she tried on a halter top under a loose hoodie after that.

Natasha's outfits were far more comfortable and casual, hugging her curves and showing off her muscular figure. One composed of a pair of shorts with a tank top under a tied of short sleeved button down. After that, she put on a short black dress with high, strappy pumps.

"You know, I think I once conducted an interrogation in something like this." Nat mused.

"Really?" Jan questioned, coming out in a long, flowing skirt with a strapless top on.

"Yeah. I was in Russia at the time. A smuggler had me tied to a chair after I failed to seduce him."

"No way." Jan let out. "How'd you escape?"

"Coulson called one of the smugglers." Nat explained. "Clint had gotten himself into a bit of trouble with some HYDRA agents and had been captured."

"So, he called one of the smugglers to get to you?" Jan questioned. "How did that work?"

"He threatened to blow up the block if he didn't hand over the phone." Nat replied with a shrug. "We had an F22 about eight miles out at the time, so he wouldn't have been able to make to lobby of the rundown hostel he had me in."

"You S.H.I.E.L.D. guys never do anything halfway, do you?" Jan asked walking back towards the fitting room.

"If you're not willing to go all the way to complete a job or protect your partner, then there's no place for you in S.H.I.E.L.D." Nat explained, slipping out of her heels. "Besides, I'm sure you've been willing to risk everything for those you care about."

"Care about?" Jan repeated before turning towards Nat. "Hang on… Don't tell me you and Clint are more than just partners."

"Well," Nat began. "There was that time in Budapest-"

Before Natasha could answer completely, a loud crashing sound came from the back. Both women immediately went into hero mode, slipping out of the fitting rooms and leaning against the wall. Nat slipped her stingers back onto her wrists, powering them up. Wasp slipped her gloves on, much to Nat's amusement.

"Where's the war?" she quipped.

"Apparently busting up the store." Jan replied. "Besides, these things are a lot handier than pepper spray."

Nat smirked as the two made their way towards the source of the explosion. The two peered around a corner to see a group of thugs in ski masks entering through a blown hole in the wall of the back room.

"See?" one of the thugs spoke. "I told you we can blow our way in here."

"Yeah I see," a second thug admitted. "I could also hear as well. And I bet anyone in the store could have heard us and called the cops by now."

"No way." the first thug insisted. "Cut the phone lines and knocked out the cell towers. We're in a dead zone!"

"Well you're gonna drop dead in a few moments." Jan remarked stepping around the corner.

The thugs turned to see the two women in their borrowed attire staring them down. They both let out laughs

"And what are you gonna do?" a third one asked. "Throw your heels at us?"

"Something like that." Natasha replied.

Natasha then ran towards the thug and leapt into the air, bringing her stingers down on the unfortunate thug's neck. The thug then dropped to the ground with a thud. Jan then fired her blasters at another one of the thugs, knocking him into a wall. The two girls ended up back to back as the third thug closed in on them.

"So, you want this one, or should I?" Jan asked.

"Together." Nat offered.

Jan nodded, and the two women punched him at the same time, knocking him to the ground. As he landed, some round object bounced out of his hands and towards the fitting rooms.

"Bomb!" Jan shouted.

Nat grabbed her, pulling her behind a shoe rack seconds before the bomb exploded, destroying a good half of the store, including their original clothes and wallets. The two peaked over the edge of the rack, exchanging glances.

"Did that just-?" Jan began.

"Yup." Nat confirmed.

"And our stuff was-"

"Uh-huh." Nat nodded.

There was a moment of silence as they just stared at the burning wreckage of the fitting rooms.

"Now what?" Jan asked.

"Well you wanted a fun girl's night," Nat reminded, unzipping her dress. "Might as well end it with a little streaking."

Jan snorted, pulling off her top.

"You're insane, you know that right?" Jan told her while smiling.

"That's not what my shrink says." Nat replied.

...

Hank stood in the doorway of the mansion with Clint, staring in utter shock as Natasha and Jan walked into the mansion in only their underwear and weapons.

"So…" Hank started to say.

"Don't ask." Jan replied as she went to her room.

Clint meanwhile couldn't help but smirk at the sight.

"Seems like you two had a fun time." He remarked.

Natasha paused for a moment as she opened the door to her room.

"Actually… yeah." she admitted. "I think we did."

...

 **Another slice of life chapter. Don't ask what we were thinking, I don't think we were.**


	28. The Red Room

_Chapter 28: The Red Room_

It was the dark of night in the Avengers Mansion. All the Avengers that called the mansion home were fast asleep. Tony was slumped over his work desk, snoring loudly as Dummy draped a blanket over him. Hank was asleep in his bed, Jan snuggled up next to him contently. Hulk was snoring incredibly loud, having ended up on the floor once again with Rick flopped onto his stomach. Thor was resting, Jane tucked under his arm contently. Logan and Steve were sleeping fitfully in their beds, sharing a room so they could help comfort one another when their PTSD kicked in. Clint was lounging on the roof, asleep in a hammock that overlooked the city. Black Panther was resting as well, enjoying his recently refurbished room with a few personal Wakandan touches. Finally, Natasha was resting as well, one hand tucked under her pillow while the other was holding onto the bedpost.

Unbeknownst to the sleeping Avengers, across the street from them, a lone woman made her way across the roof of an adjacent building. She was dressed in a black catsuit with a yellow belt around her waist. She had a pair of guns on her hips, and a knife tucked in her boot. In her hands, she carried a high-power rifle that she began setting up on the edge of the roof.

Once the rifle was set up, she set up a laser sight, aiming it through the curtains of Natasha's window. It traveled along her blankets before slowly trailing up to her head. Unfortunately, it passed over her eye and woke her up.

 _"Derr`mo!"_ she cursed in Russian before rolling off her bed.

Her pillow soon exploded into feathers as a bullet pierced her window and narrowly missed her.

 _"Otva`li, mu`dak, b`lyad!"_ she continued cursing, scrambling for cover before grabbing her ID card. "Red alert! I'm taking fire! Repeat! I'm taking fire!"

Clint immediately sprang up and saw the woman across the street. He quickly flipped out of his hammock and grabbed the bow and arrow he kept on standby. He then shot an arrow at the woman's gun, knocking it out of her hands.

"Nice try." Clint told her.

Almost immediately, a bullet snapped his bow string in half, grazing him across the face. He clenched his cheek as he ducked behind the chimney.

"Uh, I could use some back-up on the roof!" He called into his ID card. "Anybody?"

Immediately, Cap and Logan crashed through the window and caught sight of the assassin, leaping down from the rooftops and onto the street. Logan extended his claws and immediately charged at her. The woman then took out her pistols and began shooting at them. While Cap used his shield to block the bullets, Logan just took the shots head on.

"Nice try, sweetheart." Logan taunted, the wounds already closing.

Seeing that her tactics weren't working, she decided to bolt out of there. Logan immediately chased after her. The woman ducked into an alleyway as Logan came up from behind. Thinking fast, she turned around and shot some kind of stinger like Natasha's at him, causing him to growl in pain due to the electricity coursing through him. Seizing her moment, she jumped onto the fire escape before backflipping behind a fence.

…

A few minutes later, the Avengers convinced in the Assembly Hall to discuss what happened.

"Ok, anyone else getting annoyed about bad guys attacking us in the dead of night?" Jan voiced. "Uh, no offense, T'Challa."

"None taken." T'Challa replied. "Though, I think our attention should be redirected to Ms. Romanoff's would be assailant."

"Yeah, whoever she was, she was skilled, a crack shot, and knew just how to take us down. Logan remarked.

"Logan's right." Steve agreed. "It was almost like we were fighting Natasha herself."

"For all intents and purposes, you were." Natasha spoke up.

Everyone blinked in confusion as Natasha activated the mansion's archives, bringing up a holographic image of the attacker.

"Her name is Yelena Belova." She explained. "She's a Black Widow."

"I thought you were the Black Widow?" Jan spoke up.

"One of many." Nat corrected. "There have been others over the years. All of us trained in the same place ever since the Cold War."

"The Red Room." Clint finished.

Logan's ears twitched slightly, the name bringing back an old, fragmented memory. A conversation he heard in the background during his time with Weapon X.

"I heard about that place." He told them. "Some kind of boot camp they sent orphaned girls. Turning them into superspies."

"That about sums things up." Nat confirmed. "Yelena was one of the last Black Widows after I went rogue. Fury told me that the Red Room was shut down not long after."

"Yeah, by Cap's old friend Agent Carter." Tony remarked. "I read the file."

"So why would Yelena come here?" Steve asked. "You two ever have a history?"

"Our paths have crossed a few times, yes." Natasha explained. "I had hoped to convince her that she didn't have to keep following the path the Red Room put her on."

"Guess it didn't work out." Tony remarked.

"Apparently not." she agreed. "But what I don't understand is why now?"

"Well, she's gonna show up again." Steve deduced. "We just need to be ready for when she does."

"No, I need to be ready." Natasha corrected, getting to her feet. "I'm not willing to let the rest of you risk your life for this. Yelena is my problem, one I need to fix."

"We're a team, Nat." Clint told her. "Teammates don't let one of their own go into a fight alone."

Nat turned to Clint, and for a moment, there seemed to be a look of actual fear on her face.

"Listen to me, Clint." she told him. "Yelena is dangerous. More dangerous than you could ever imagine. She was trained to use even the smallest of weaknesses against her opponent. That's why she attacked the mansion. I'm can't risk losing you. There's too much at stake, and if she gets us both-"

She grabbed his wrist for emphasis, choking slightly on her words.

"Do you really want to do that to her?" she whispered.

Clint sighed in response.

"I still think it's stupid for you to go alone." Clint replied.

"I'm not going to back down on this, Clint." she insisted. "I can't and won't lose you."

With that, she walked off towards the quinjet. Logan watched her go, then got to his feet.

"Cap, you coming?" he asked.

"Right behind you." Steve confirmed.

…

In the hanger bay, Natasha prepped the quinjet for take-off. She went over to where the weapons were stored, making sure everything was in order. As she did, she paused for a moment, then turned on her heels with a pistol in each hand. She breathed a slight sigh of relief as she realized it was just Cap and Wolverine.

"Easy." Cap told her.

"What are you two doing here?" Natasha asked, lowering her guns.

"Hawkeye's right. You need back-up." Logan informed her. "Besides, this Red Room had something to do with Weapon X. I've got a lot of questions that this place might be able to answer."

Natasha sighed, sliding her guns into her holsters.

"You two aren't leaving this ship, are you?" she questioned.

"Sorry Natasha." Cap told her. "We're coming, whether you like or not."

"Fine." she relented. "But I'm warning you now, you're not going to like where I'm going."

"Then let's get going." Cap declared.

With that, the three of them piled into the quinjet before taking off.

…

Outside Avengers Mansion, Yelena witnessed the quinjet examining it through a pair of high-tech binoculars. She lowered them with a smile.

"Soon, Natasha." she smirked. "Soon, this will all be over."

…

Sometime later, the quinjet flew over the icy peaks of Moscow. Natasha had a death grip on the steering wheel, her face set to a cold neutral as she tried to keep herself calm. Cap looked over and saw her tense state.

"You sure you're up for this?" He asked.

"I don't have a choice." she informed him. "This is the only way we're going to find out what Yelena's game is. But we cannot afford to be seen or heard."

"I think we can manage that." Logan remarked.

Nat smiled a bit before setting the quinjet down on the outskirts of town. Once they landed, she activated the jet's cloaking feature, allowing it to blend in to the surroundings.

"Hope we remember where we parked." Cap quipped.

"You get that one from the kid?" Logan asked.

Cap just smirked, then the three of them disembarked from the ship.

"The Red Room Academy isn't far." Natasha reported. "Just a few kliks north of us. Tread lightly though. These woods are notorious for being awash with traps."

"I didn't come all this way for a cake walk." Logan remarked, pulling on his mask.

With that, they continued trekking through the woods, unaware of the small ship flying overhead.

…

The three pressed forward, keeping to the shadows of the woods. Their journey was mostly silent, each hero lost in their own thoughts about the mission at hand. Natasha took the lead, following a trail through the woods as if she'd walked it a million times. Her head swimming with old memories of her days in the academy. Wolverine noticed her uneasiness, recognizing it all too well. Thinking back to what he could remember about Weapon X and the ungodly experiments they were performing on him, he could only shiver at the thought.

"Hey." he called out quietly. "I hate ask but… do you remember what they did to you back there?"

"Every God forsaken minute of it." she answered bitterly.

"Do you know if there was anything on Weapon X going on in there?" He asked.

"I've heard it mentioned a few times, but I was never brought in on the matter." she explained. "I was a spy, not a scientist."

"I just… need to know if there's anything there on what they did to me." Logan told her. "Who I was."

Nat looked back at him, a sympathetic look in her eye.

"I'll be honest, I'm not sure." she told him. "But we can look while we're there. I'll need to access the Academy's mainframe to get ahold of Yelena's file anyhow."

"Thanks." Logan replied.

"Eyes front." Cap told them. "We're here."

Wolverine and Widow turned to see what looked like an old military compound. Much to Widow's surprise, she could see guards marching about the perimeter, and soldiers out in the yard.

"That's not possible..." she whispered. "This place is supposed to be shut down."

"Guess someone decided to pick things back up." Wolverine remarked, extending his claws.

"Hold it, Jimmy." Cap insisted. "We can't go in, guns blazing. This is a stealth op."

"Then how do you suggest we get in?" Logan asked.

Widow pointed down to a convoy that was coming into the compound.

"That's how." she declared. "Everyone, this way."

The two old soldiers nodded and they all moved out.

…

As the convoy drove down the path, Cap, Wolverine, and Widow all quickly jumped through the curtain covering the back of the last jeep. As they all straightened up, they looked to see several soldiers staring at them.

"Whoops." Natasha let out quietly.

"Fellas." Cap greeted.

Logan just extended his claws as the soldiers came at them. The three stabbed, punched, and bashed the soldiers until they were all taken out. Once the soldiers were taken care of, the three rode the convoy straight into the compound. Once the convoy parked inside, Cap, Nat, and Logan filed out, making sure not to be seen.

"Where to, Natasha?" Cap questioned.

Natasha silently pointed over at a large manor that was erected in the middle of the encampment.

"That's conspicuous." Logan jeered.

"Once we get inside, what next?" Cap asked.

"We find the server room." Nat reported. "That will have the information we require, not only for Yelena, but for you as well, Logan."

"Then let's get a move on." Logan told them.

They then made their way towards the mansion. As they approached the side wall, they looked for some kind of entry point. As Logan looked around, he felt his foot collide with something metal on the ground.

"What the…?"

He brushed some snow aside, seeing a small metal handle poking up through the snow. He brushed away some more, revealing a second handle, as well as a rusty chain and lock.

"Bingo." He let out, unsheathing his claws.

He quickly cut the chain before pulling on the handle, revealing a secret door leading into what looked like a bomb shelter that had been made from a basement.

"I think we found our way in." Logan pointed out.

"Then let's stop yapping and start moving." Cap told them.

…

As the three heroes entered the basement, they saw how old and overrun it had become. The shelves were covered in dust and cobwebs, the floor littered with crates and boxes.

"This place looks like it's seen better days." Cap noted.

"Whoever's running this new operation must be just now moving in." Logan guessed. "Better keep our guard up."

"Right." Nat agreed. "This way."

She led the two towards a doorway that lead into the mansion. As they made their way inside, Natasha took note of the state of the mansion. Everything was almost spotlessly clean, not a speck of dust to be seen. Everything was neat and perfect, exactly as it had been back during her time with them.

"Shit..." she whispered.

"What's wrong?" Cap asked.

"She came back..." Natasha replied, keeping her voice low.

"She?" Cap inquired, walking up next to her.

"Madame B." Natasha explained.

"Who the hell is Madame B.?" Logan asked.

"The sadistic bitch behind the Black Widow program." Nat clarified. "She returned to start her work from the beginning."

"Then we'll take her down." Cap reassured.

Nat just nodded, flexing her fingers nervously as they moved through the mansion.

…

Back outside, Yelena walked towards the mansion and saw that the door to the basement was open. She just smiled in response, pulling it open herself before entering the mansion.

…

As Cap, Logan, and Nat walked down the hallways of the facility, Logan heard what sounded like Swan Lake coming from one of the rooms.

"What the-" He let out, peeking inside.

He saw several girls performing ballet, each of them moving in synch with one another. As they danced, several younger girls were made to watch, each of them sitting up stick straight.

"What the hell is a ballet studio doing in his hellhole?" he questioned.

"It was one of Madame B's tests." Natasha explained. "She'd have us dance the same routine repeatedly. Said it was to make us 'unbreakable'."

"What else did she do to you?" Cap questioned.

They continued moving on as Natasha explained, lost in her memories.

"Hand to hand combat training, acrobatics, weapons training and tactical skills." Natasha listed off. "Occasionally, she'd pick two of us to spar… we weren't allowed to stop until one of us was dead."

"She paired you up with Yelena, didn't she?" Cap guessed. "That why she's after you?"

"I was paired up against Yelena, yes." Natasha answered. "I had her pinned, and was about to snap her neck… But I couldn't do it."

"Why not?" Logan questioned.

"I don't know honestly." she replied. "I was so deep in the program by that point. I was Madame B's top pupil, the most kills, and a perfect record for missions… Or I was..."

"What changed?" Cap inquired.

Nat paused, thinking back.

"I met Clint." she answered.

…

 _São Paulo- A Lifetime Ago_

 _It was the dead of night at the Bandeirantes Palace. The guards were going about their rounds, ensuring that their charge was safe. Above them, a grappling hook shot out, connecting with the roof of the palace. Attached to it was Natasha, who zipped up the building until she found the floor she was looking for. She stopped on the rope before swinging up to the window. Once she grabbed hold of the window sill, she reached into her belt, grabbing a small laser cutter. She stuck it onto the window, where it immediately cut a perfect circle in the glass. She removed the cutter, taking the glass circle with her so she could reach through the new hole. She unlocked the window, then slipped quietly inside the palace._

 _As she made her way through the building, she saw the flashlight of an oncoming guard. She ducked into a small alcove waiting as he passed. Once he was in front of her, she struck. She grabbed him by the neck, snapping it with one fatal twist. He dropped the flashlight, which she deftly caught with her foot as she slowly lowered him to the ground. She arranged him so he looked like he had merely fallen asleep, then continued on her way._

 _She silently opened the door into her targets room, pulling a knife from her boot. She deftly tossed it, striking the figure slumbering in the bed before her. However, rather than hearing the usual sound of a knife entering flesh, she just heard a soft thud. She blinked in confusion, slinking towards the bed silently. She reached for the knife, yanking it out of the figure before yanking the covers back._

 _All that was there was an assortment of pillows that had been arranged into a crude pillow dummy. There was a note taped to one of them, one that simply said "HI" with a smiley face with its tongue stuck out._

 _"What the-" She let out._

 _Just then, a lone arrow crashed through the window and imbedded itself into one of the pillows. She stared at it in confusion as it blinked twice, promptly exploding. The force of the explosion sent Natasha flying through the window and out onto the palace grounds. She rolled hard, groaning as she tried to regain her senses. As she did, alarms went off and guards converged on Natasha._

 _"Derr`mo!" she cursed._

 _As the guards came towards her, she pulled out her gun and shot down three of them as the others ran up. She then punched one guard in the throat before grabbing his head and kneeing him hard. Another guard tried grabbing her from behind, but she shot him in the foot, causing him to let go before she spun around and kicked him in the head._

 _As she fought, a figure watched from an adjacent rooftop. The figure peaked over the edge of the building, revealing themselves to be Clint Barton. He pulled another arrow from his quiver, aiming it at Natasha._

 _"Director, I have the assassin in my sight." he reported. "Like you said, femme fatale Russian chick. Definitely one of Madame B's."_

 _"Once you have your shot, take it." Fury ordered._

 _Down below, Natasha continued her assault on the guards, who just seemed to keep coming. She continued taking them out one by one, never showing any sign of stopping. Clint watched her, noticing something about the way she fought. She never seemed to stop, even as sweat poured down her face and her breath became ragged and labored._

 _As she continued fighting, one guard shot at her, nailing her in the arm. She let out a grunt of pain, grabbing her arm in reflex before turning to her shooter. Disregarding her injury, she attacked the guard, punching him with her injured arm as if there wasn't a bullet currently lodged in it._

 _"Man, what does it take for her to go down?" Clint remarked._

 _Finally, she kicked the last guard in the face, knocking him to the ground. Once the last of the guards were down, she fell to her knees, her exhaustion and pain finally hitting her. Clint focused his aim, preparing to take the shot, but found himself unable to release the arrow. He prepared to lower the bow, but then caught sight of a single surviving guard charging at Natasha. On instinct, he adjusted his aim and fired, catching the guard right through the eye._

 _Natasha jumped as the guard fell, immediately following the arrow's trajectory towards the rooftop Clint was on. Their eyes locked for a moment, then she spoke up._

 _"If you're going to kill me, I suggest you do it now." She warned. "I promise you, you won't get another chance."_

 _"Take the shot, Barton." Fury demanded. "That's an order!"_

 _Clint drew another arrow and aimed it at Natasha. She closed her eyes as Clint let the arrow loose. It shot past her face, hitting a guard that was sneaking up behind her. Her eyes opened, and she turned around, watching as the guard fell dead. By the time she turned back to the roof, Clint was gone._

 _"Agent Barton, what the hell was that?" Fury's voice demanded._

 _"I missed." Clint replied as he made his way off the roof and away from the scene._

…

"Clint was the first person to show me mercy." Nat explained. "He helped me, despite the two of us being enemies at the time. He could have killed me, but he spared my life. It was that act that began to break down Madame B's programming, which eventually led to me joining S.H.I.E.L.D."

"So, you owe Barton for getting you out of this hell hole." Logan surmised.

"And for helping me become more than what they made me." Nat agreed. "And now, Yelena wants to destroy the only good thing I've ever had in my life. I won't let that happen."

Cap gave the group a signal to stop, the three of them right in front of a door marked 'Archives'.

"Looks like we found what we're looking for." Cap announced.

"The Archives." Natasha whispered.

Logan unsheathed a single claw, sliding it through the gap in the door and the doorframe, cutting through the lock with ease. He opened the door and was immediately shot right in between the eyes. He fell backward as Cap and Natasha were swarmed by armed goons and dead-eyed women.

They were quickly stripped of their weapons and pinned roughly to the ground. As they struggled in the grips of their captors, an older, blonde woman walked out of the room, a smoking gun in her hand. She blew the smoke from the gun's barrel, looking down at Natasha with a disappointed look.

"Did you really think it would be that easy, Natasha?" the woman chastised. "I thought I trained you better than that."

Natasha snarled at that remark.

"You must be Madame B." Cap guessed.

"Correct." She confirmed. "And you are the famous Captain America. I must say, you do not live up to your reputation."

"But you do." Cap retorted. "You're as sadistic as I've heard."

Madame B. snorted, then turned to her soldiers.

"Take them to the prison." she ordered. "We will make an example of them."

"What about that one?" A guard asked, gesturing to Logan's slowly healing body.

"Take him too." she replied. "Stryker will be happy to hear that Weapon X's proudest achievement has been recovered."

Logan snapped awake at that and got back to his feet with his claws out. Madame B then shot him a second time, and he crumbled again. Cap just glared at her as the three were taken away.

…

Not long after, all three of them were locked in separate cells in the base's prison. Logan had been locked in an adamantium cage, making clawing his way to freedom impossible. Cap had already begun searching his cell for a means of escape, but there was nothing for him to use. Natasha was sitting in the corner of her cell, holding her legs with a blank expression on her face.

"I'm sorry..." she whispered.

"Stow that talk." Cap told her. "We've faced down worse than this and we've survived. We'll figure a way out of this too."

"I never should have brought you two here." she continued, seemingly unaware that Cap had spoken. "No one else was supposed to get hurt… I didn't want any more red in my ledger."

"Listen to me Natasha, this isn't on you." Cap told her. "We chose to come. We're a team, and we never let one of our own go in alone. No matter what."

"You think this is the first time the Cap and I have been in hot water?" Logan added. "We'll get out of this."

As Logan spoke, the door leading to the cellblock opened, and Madame B. entered.

"How touching." she commented as she waltzed towards their cells. "Comrades in arms refusing to give up hope."

She then seemed to gag.

"That sort of weak minded talk is what got you in this mess in the first place."

"And I'd like to think it's gonna get us out of it too." Cap retorted.

"Anything's better than listening to this bitch." Logan added.

Madame B. laughed.

"You've retained your colorful demeanor, Mr. Howlett." she quipped. "I suppose Stryker's mind-wiping technology left much to be desired."

Logan just growled at her in response.

"Why did you send Yelena after Natasha?" Cap demanded, drawing Madame B.'s attention.

"Yelena?" Madame B. practically spat. "That predatel'skaya suka defected not long after Natasha did."

Natasha sat up at that, her eyes going wide.

"Yelena left the program?" she asked.

"Yes, I did." Yelena's voice announced.

Madame B turned around, just as three shots rang out. She fell to the ground, a hole in her head and two in her chest. Yelena then stepped forward, stepping over Madame B's body.

"Good riddance." Yelena let out.

She looked at the cells, then holstered her gun, smiling.

"Hello Natasha." she said, wrapping her hands around the bars. "Thank you for accepting my invitation."

"Invitation?" Logan repeated. "You planned this?"

"Madame B. emerged from retirement about a month ago." Yelena explained. "I knew she was going to finish what she started all those years ago. I also knew she needed to be stopped."

"Then why not take her on yourself?" Natasha asked.

"Because my revenge would not be complete until every piece of her project was here." Yelena replied. "It took me years to hunt down all of the remnants of the Black Widow project, every little girl she turned into a soulless killing machine, saving her most prized pupil for last."

"Me." Natasha whispered.

"Exactly." Yelena agreed before lifting her gun.

Before any words of protest could be said, Yelena emptied her clip into the lock of the cell, decimating it and freeing Natasha. The door slowly slid open, much to everyone's surprise.

"Killing you like that would've been a waste." Yelena said, answering the unasked questioned. "I want to kill you the proper way. One on one combat. Just like back in the Red Room."

"I won't fight you Yelena." Natasha snapped.

"Then let me give you some incentive."

Yelena fished into her shirt, pulling out a flash drive.

"This is a copy of Madame B's hard drive." she explained. "All the files stored in the archives. It's the only copy as of..."

There was a distant explosion and Yelena smiled.

"Right now." she concluded, sliding the drive back into her shirt. "Manage to beat me, and it's yours."

Natasha started down the former Black Widow, knowing that she didn't have a choice. She got to her feet, walking out of the cell.

"Natasha!" Cap shouted, trying to reach her from his cell. "You don't have to do this!"

"Yes." Natasha told him, her eyes never leaving Yelena. "I do."

Natasha then sprinted out of her cell, trying to strike at Yelena. Yelena quickly dodged the blow and grabber her arm, flipping her over her shoulder. Nat easily landed on her feel and swept Yelena's feet out from under her. As Yelena landed on the ground, she quickly rolled out of the way of Nat trying to kick her in the face. Yelena quickly got back to her feet, snarling angrily as she moved in for a grapple.

As the two women continued their fight, Cap spotted a ring of keys hanging off Madame B's belt. His eyes went wide, realizing what they were.

"Natasha! The belt!" He called out.

Nat glanced down at Madame B's belt and saw the key ring dangling from it. She made her move, catching the ring with her foot and making as if to do a high kick at her opponent. Yelena dodged, and the keys went flying, landing right in front of Logan's cage. Logan reached through the bars of his cell to try and reach the keys, finding them just scant centimeters out of reach, even with his claws extended.

"Oh, you have got to be kidding me!" he cursed.

Thinking of any possible way to get a hold of them, Logan finally thought up a solution. He rammed himself against the wall shoulder first, dislocating it. Biting back a cry of pain, he grabbed at the key, pulling his arm back before his healing factor snapped his arm back into place. He then unlocked his cell and rushed over to Cap's.

While her teammates worked on freeing themselves, Natasha and Yelena continued their fight. Yelena had Natasha against a wall, her arm against her throat hard enough to constrict her breathing.

"You have no idea how long I've wanted this." Yelena told her.

Natasha choked for a minute, struggling to breathe. Suddenly, she pulled her legs up and wrapped them around Yelena, twisting her entire body so both she and Yelena went falling to the ground. Natasha tightened her grip, suffocating Yelena as she pinned her body to the ground. Before she could make another move, Cap came over and put a hand on her shoulder.

"That's not why we're here." He told her.

Natasha kept her grip on Yelena, then she slammed her head hard into the floor. The blow did the trick, knocking the femme fatale out. Natasha released her, flopping onto the ground in relief.

"You alright?" Cap asked.

"Yeah..." she replied, slowly sitting up. "Thank you. For stopping me."

"That's what teammates are for." Cap replied.

"Hate to break up this touching moment." Logan spoke up. "But didn't she rig this place to blow?"

Sure enough, a second explosion went off, spurring the group into motion. Natasha grabbed Yelena, taking a moment to remove the drive from her unconscious form and slip it into her own pocket.

"Let's get out of here." she declared.

…

After escaping the exploding remains of the facility, the three Avengers returned to the mansion, dropping Yelena off with Fury on the Helicarrier. Clint was relieved when they returned in one piece, as were the rest of the Avengers.

"Nice to see you made it out alive." He told his partner.

"Glad these two stowed away." she replied with a knowing smirk. "Guess I needed help after all."

"Always happy to have your back." Cap told her.

"Same with me." Logan added. "We damaged souls gotta stick together."

"Right." Nat agreed. "Speaking of, I'll see if I can find that info I promised you."

She held up the flash drive, getting a nod from Logan.

"I won't hold my breath." he told her. "Still, thanks for grabbing that."

She just gave a shrug, then walked off with the drive.

…

Late that night, Natasha was still in the assembly hall, looking over the data from the drive. She'd been setting Weapon X files aside, while sorting through the rest with only vague interest. She yawned, contemplating heading off to bed before one file crossed the screen. She froze, stopping her scrolling as she opened the specific file called "The Winter Soldier". She scanned through the documents inside, her eyes going wider with every passing paragraph.

"Impossible..." she let out.

 _"Agent Romanoff."_ JARVIS spoke up, startling her. _"Is everything alright?"_

Remaining silent, Nat printed a paper copy of the file's contents, practically yanking the papers off the printer.

"JARVIS, permanently delete the file." she ordered. "And erase the last five minutes of security footage."

 _"Agent Romanoff, might I inquire as to why-"_

"Just do it!" She snapped, displaying a rare streak of unbridled fury.

 _"Very well."_ He allowed.

Natasha watched as the file was deleted, then tucked the papers under her arm. She walked up to her room, sticking the papers into a duffle bag before grabbing some clothes from her closet. Once she had what she needed, she slung the bag over her shoulder and jumped out the window, disappearing into the night.

...

 **Thank you for your patience with this one. After some much needed editing, we are ready to continue the story. Hope you're all enjoying it as much as we are.**


	29. Earths Mightiest Monsters

_Chapter 29: Earths Mightiest Monsters_

In the S.H.I.E.L.D. supervillain prison, the Cube, one of its most recent additions, The Abomination, was being transported to a laboratory. There, Doctor Leonard Samson was waiting for him with a clipboard in hand.

"Good morning, Mr. Blonsky." Samson greeted. "How are you, today?"

Abomination just growled in response.

"I know you're not a fan of these check-ups, but it's the only way to monitor the effect of the gamma radiation." Samson went on, flipping through the papers on the board. "Luckily, I just need a blood sample and a body scan this time, then you're free to return to your cell."

"Well lucky me." Abomination remarked.

Abomination was laid out on a table, strapped to it heavily as Dr. Samson approached with a syringe.

"This won't hurt." he promised. "Then again, even if I did, your cells seem to block out the pain."

"Just get on with it already." Abomination let out.

Dr. Samson obliged and quickly collected the blood sample he required. After that, Samson proceeded with the body scan, monitoring the levels carefully.

"It's quite astounding." he remarked. "Every patient here in the Cube has a unique Gamma signature, one that lends to each patient's unique traits. Yours is the closest to the Alpha subject that I've ever seen."

"Who?" Abomination questioned.

"Dr. Banner." Samson clarified. "Though these days, he seems to have almost permanently adopted the mantle of the Hulk. I do hope he has not lost his transformative abilities. They would make a great asset in finding a cure to the Gamma plague."

"And who ever said I wanted to be cured!" Abomination yelled.

As he struggled against his bonds, the guards began tasing him to null him. This, unfortunately, only aggravated him even more. With a mighty roar, Abomination tore through his metal binds and batted the guards aside. He then got up off the table and bolted out of the lab.

"After him!" A guard called out.

The guards got back up and started chasing after Abomination. The large monster barreled through the Cube, ripping off every door he came across. Prisoners began to fill the hallways, gamma monsters of various shapes and sizes tearing into the guards. Eventually, Abomination ripped the door off of one cell in particular: The Leader's.

"Excellent work, my Abomination." The Leader commended.

"I hope this plan of yours works." Abomination growled.

"Just get me to the central core." The Leader told him. "I'll take care of everything from there."

Abomination nodded before scooping up the Leader and barreling through the massive riot that had broken out. He shoved both guard and prisoner alike, making his way towards the core. Once they reached the door, Abomination pried them open, allowing the two access. There were a few technicians that were watching over the core, but they were easily dispatched. With the core room all to themselves, Leader got to work.

"Soon, the world with be reborn." He boasted. "In gamma irradiated glory."

Just then, the core began glowing green. Then, a massive wave of energy shot out, streaking past both prisoners and staff alike. While the prisoners were left unaffected, the guards were not so lucky. They fell to their knees in pain, clutching their heads as their bodies began to morph. Their muscles bulged, ripping through their clothes as they let out mindless, animalistic roars. The technicians and doctors went through similar transformations, almost all of them devolving into hulking beasts. However, there was one who managed to retain his sanity.

Doc Samson's body grew ever muscular, his hair changing to an ever familiar shade of green. His eyes changed color as well, but that was the end. He finished his transformation, gasping for air while on his hands and knees.

"What on…" He let out.

...

Steve stood in front of the Assembly Hall's holographic generator, currently talking with Hawkeye. The archer had been on a solo mission for the past week, and Steve was checking up on him.

"Any luck?" he asked.

" _Nothing."_ Clint lamented. " _Though I'm still betting something you guys found at the Red Room is what set her off like this."_

"Most likely." Steve agreed. "Unfortunately, she covered her tracks well. Tony tried to figure out what it was, but not even J.A.R.V.I.S can find a trace of those files."

" _Well, if that changes, let me know._ " Clint insisted. " _In the meantime, I'm going to keep doing this the old-fashion way. Hawkeye out._ "

"Clint I-" Steve tried.

Clint cut the connection before he could get the chance to finish. Steve sighed, then turned away from the display.

…

Steve emerged from the sub-levels, entering the media room. He was greeted by the sound of a Mortal Kombat game between Peter and Rick. The two boys were standing on the couch, their eyes glued to the television as they tried to take out each other, Hulk watching in the background with mild amusement.

"Eat this, spider-breath!" Rick jeered as he pulled off a complicated combo move.

"Not so fast, pal!" Peter replied.

Steve just let them be, walking past the media room towards the kitchen. As he did, he glanced out the window to see Jan and Hank outside in their tiny forms. No doubt they were examining some of the ant beds that had cropped up in the garden. He could also see Thor and Jane outside, the two lounging on a large, wooden swing with the latter reading a book. As he walked into the kitchen, he saw Logan chugging down a beer and Tony tinkering with a glove on his left hand. Both of them looked up as he walked in.

"Still no word on Widow?" Tony guessed.

"Nothing." Steve reported. "And Clint's scouring just shy of everywhere looking for her."

"If she don't wanna be found, ain't nobody gonna find her." Logan declared, taking another swig of his beer.

"Logan's right." Steve agreed. "Besides, I have a feeling this is something she needs to deal with. She'll come back when she's ready."

About that time, T'Challa made his way into the kitchen.

"Captain." he greeted with a nod. "We appear to have a visitor. Says he is Agent Coulson of S.H.I.E.L.D."

"Coulson?" Tony let out. "Wonder what he wants."

The four of them went to the front door where Coulson was waiting.

"Mr. Stark." Coulson began. "Sgt, Howlett. Captain. I was wondering if I could speak with Dr. Banner."

"Why?" Steve asked. "I thought S.H.I.E.L.D. and the Hulk were on good terms."

"We are." Coulson reassured. "It's just, there's been an incident that could require his expertise in the field of Gamma radiation."

"What kind of incident?" Logan asked.

"I'll debrief you all inside." Coulson promised. "All of you will want to hear this."

…

Everyone gathered in the Assembly Hall, Spidey having yanked his mask on despite still being in his street clothes, as Agent Coulson began his explanation.

"At 0900 today, there was a mass break-out at the Cube." he began. "It was initiated by Emil Blonsky, or the Abomination. However, the true mastermind was this man."

He brought up the S.H.I.E.L.D. data files, accessing the one on The Leader.

"Samuel Sterns, AKA The Leader." He declared.

"I hate him." Hulk grumbled.

"I just assumed you hate everyone." Tony quipped.

"Hey!" Rick let out.

"Present company excluded." Tony corrected.

"How dangerous is this 'Leader'?" Steve asked.

"He's about as smart as the Hulk is strong." Coulson explained. "If not more so."

"He believes that he's the pinnacle of evolution." Rick recalled. "Wants the entire world to 'share in his glorious gift'."

"Reminds me of someone I know." Logan growled.

"Well it seems he's found a way to make his dream a reality." Coulson continued, typing for a second before bringing up footage of the Cube and its surrounding dome. "He's created some sort of Gamma dome. Anyone caught inside the dome becomes this."

He hit another key, showing the irradiated guards and doctors roaming around the Cube.

"My god…" Wasp let out.

"They're like you were in the beginning." Rick commented, turning to Hulk. "Mindless monsters."

"Not all of them." Coulson corrected.

The screen changed, and a video chat opened up. It revealed a mutated Doc Samson, wearing fresh clothes that fit his new size.

" _Agent Coulson._ " He greeted. " _Please tell me you managed to get in contact with Dr. Banner._ "

"As a matter of fact." Coulson confirmed. "Well, a side of Dr. Banner at any rate."

Hulk and Rick moved into frame.

"Samson?" Hulk questioned. "That you?"

" _It's me, big guy."_ Samson confirmed. " _Think you could help us out with our little problem?"_

"I can try." Hulk replied. "How bad is it?"

" _It's worse than any of us initially thought."_ Samson explained. " _The dome is expanding."_

"Expanding?" Wasp repeated.

"How long until it hits civilization?" Cap asked.

"About eight hours." Coulson answered. "Not much time."

" _I'll be waiting for you outside the site._ " Samson told them.

"Then let's get going." Cap declared.

…

Within a few minutes, the team was suited up and were en route to The Cube via S.H.I.E.L.D. shuttle. Cap turned to Hulk, curiosity piqued.

"In all the time I've known you, you've never shown any familiarity with anyone outside of Rick." he remarked. "Yet you seemed friendly with Dr. Samson."

"He never saw a monster." Hulk replied. "He wanted to help me. Help us all."

"He seems like a good man." Cap noted.

Hulk nodded.

"He approached me, asked me to let him help." He added. "One of the few I like. Even tried to keep Rick out of trouble."

"Samson's a swell guy." Rick agreed. "I'm just wondering how he ended up Hulking out without losing his mind."'

"My guess, natural immunity." Tony interjected.

Everyone turned to him.

"Well considering how much time he spent working with gamma based creatures," Tony explained. "His body began to absorb small bits of gamma radiation. The big blast did transform him, but his built-up immunity let him keep his sanity."

"In a weird way, that kinda makes sense." Spidey replied.

"The only problem is we have no such immunity." Hank pointed out. "How are we going to investigate the dome without losing ourselves?"

"Fortunately, we have something that might help." Coulson reassured.

He then walked over to a cabinet on the wall. Coulson then opened it up, revealing a number of grey suits with built in helmets.

"These enviro-suits have been retrofitted with Dr. Samson's gamma protection technology." Coulson described. "They should be able to protect us from the gamma dome."

"Should?" Tony repeated. "You mean these things haven't been tested?"

"We haven't exactly had time to do a thorough field test." Coulson replied. "This will have to do."

"Right." Tony replied, taking a part from one of the suits and linking it to his suit.

" _Gamma protection activated."_ JARVIS reported.

The rest of the Avengers began suiting up, including Rick, much to Hank's confusion.

"Wait, why is he coming along?" he questioned.

"Rick has been exposed to Gamma radiation even longer than Dr. Samson." Tony explained. "Should this stuff fail, he may be the only one of us to retain his sanity. That, and do you really want to tell Hulk he can't bring his buddy anywhere?"

"Fair enough." Hank replied.

Coulson tried handing a suit to Thor, but he shoved it away.

"An Asgardian needs no such protection." Thor told him.

"Lucky." Wasp let out, looking at her butt in the suit. "This thing is not flattering at all."

"We'll worry about fashion later." Cap told her. "We have a job to do."

With that, the ship finally landed outside the perimeter of the dome. The Avengers and Coulson exited the shuttle and were greeted by Doc Samson.

"Good to see you again, Doc." Rick greeted.

"Same to you, Mr. Jones." He replied, giving him a slap on the back.

Rick stumbled forward, causing the Doc to wince.

"Sorry." he apologized. "I'm still getting used to my new strength."

"It's cool." Rick reassured.

"Nice to see you as well, Hulk." Samson greeted.

Hulk just smiled in response.

"I'm guessing the effects are permanent, since you're still Hulked out." Cap commented.

"So it seems, yes." Samson responded. "Though I was trapped within the dome for some time. Even with my strength, it took me awhile to break free and call for help."

"Well help has arrived." Cap replied. "So… shall we?"

Samson nodded as they made their way to the dome. As they walked up to the dome, the gamma energy slowly engulfed them. They paused just inside, then Spidey let out a breath.

"Oh thank God." he gasped. "I do not need another genetic mutation."

"Gamma armor seems to be holding." Iron Man reported. "For now anyway."

They continued walking towards the entrance of the Cube. As they did, everyone kept their guard up, knowing that there were gamma monsters all around them.

"Anyone else just waiting for something to jump out from behind somewhere?" Wasp asked.

As if on cue, the group heard something coming from the rocks. They all turned to see a rock like creature rising up from behind a small plane wreck. From the remnants of the uniform he was wearing, it was clearly one of the Cube's guards. He was joined by what looked like a grey version of the Hulk and a woman with wings and talons.

"These are some of the guards who tried to contain the break-in." Samson reported. "God only knows how many more there are."

"Let's focus on these for now." Cap told him before throwing his shield.

It bounced off the grey hulk as the other two charged forward. Iron Man and Wasp went up into the air to deal with the winged woman. The two tried blasting at it, but she kept swerving around the blasts. She then flew towards the two and slashed at Iron Man, causing him to fall to the ground.

The grey hulk then recovered and tried swinging at Cap. he quickly ducked under it as Panther leapt off his back and kicked him in the face. As the grey hulk stumbled, Cap leapt towards him and smacked him in the face with his shield. As the two heroes landed, the grey hulk dropped to the ground out cold.

The rock monster took several smacks at Thor before the Asgardian had enough and smacked him aside with his hammer. As the rock monster went flying, Hulk and Samson punched it in the face, completely knocking it out.

Iron Man slowly got up as the winged woman swooped towards him. Seeing her coming, Iron Man quickly uppercut her in the face, knocking her down. As she got back up, Spider-Man shot a web at one of her wings, keeping her from moving. As she turned towards him, Ant-Man ran along the web and clocked her across the face. The creature fell to the ground out cold as Ant-Man grew back to normal size.

"Well, that was something." Wasp let out.

"And I didn't get to fight anything." Logan lamented.

"Something tells me you're gonna get your chance before long." Cap told him.

"These creatures may share the Hulk's origin, but they are pale imitations of his true strength." Thor remarked.

"That's a good thing." Samson announced, examining the bird woman. "It seems that their transformations aren't permanent. If we can get them free of the dome, they should revert back to normal. Just cross your fingers they do not share my more permanent side-effects."

"If this was the welcoming committee, then you gotta wonder what's waiting for us on the inside." Spidey dreaded.

"Spider-Man speaks true." Black Panther concurred. "If the Leader is as intelligent as Agent Coulson described, then this is no doubt a trap. He would be prepared for S.H.I.E.L.D. at the very least, and the Hulk at the very most."

"You know, I keep forgetting you talk." Wasp quipped.

"Even if this is a trap, there are innocent people trapped inside." Thor reminded them. "We cannot abandon them to suffer such a cruel fate."

"Thor's right." Cap agreed. "We came here with a job to do, and we're gonna see it through."

"Right." Iron Man replied, looking at the Cube. "So, who wants to go into the gamma irradiated super villain prison first?"

…

Across the globe at the burnt out remains of the Red Room, Clint sifted through the charred rubble, trying to find anything that may have survived.

"Man, Yelena sure did a number on this place." Clint noted.

Having been here for almost an hour, he let out a curse and made his way back to his ride. He climbed into the spare quin-jet he'd 'borrowed', strapping himself into the cockpit.

"C'mon Nat, where are you?" he wondered.

…

Back at the Cube, the Avengers made their way deep into the prison. A fog of green covered the ground, making the already eerie place seem even more so.

"You picking up anything, kid?" Tony questioned.

"Nothing so far." Spidey reported.

"Stay sharp team." Cap ordered. "Who knows what's out there."

They made it a few more stepped before Spidey stopped cold.

"Uh guys?" he let out. "We got-"

Before he could finish, something yanked him back into the fog and out of sight of the team.

"Spider-Man!" Iron Man called out.

"Tony, where is he?" Cap asked.

"I can't tell." Iron Man replied. "The gamma radiation's messing with my scanners."

Something then batted both Hank and Wasp out of the air. Thor snapped around and was about to run towards them, only for a massive hand to come out of the fog and slam him to the ground.

"Ironclad." Rick recognized.

"The U-Foes." Hulk realized.

"Friends of yours?" Wolverine asked, extending his claws.

"Not hardly." Rick replied. "Don't feel the need to hold back."

"Fine by me!" Wolverine replied, charging towards Ironclad.

He leapt into the air and slashed at Ironclad's face, causing him to stumble back. Coulson began shooting at the creature, but was suddenly greeted by the face of a skull in a glass helmet looking down at him. He was then struck with hundreds of volts of electricity. Suddenly, Cap was lifted into the air by some kind of gas cloud. Part of the gas seeped its way into his suit before materializing into the shape of a woman.

"Hi soldier boy, give Vapor a kiss." she taunted.

Vapor then proceeded to kiss Cap full on the mouth, catching the soldier off guard.

"Get away from him!" Rick shouted.

He ran forward, literally rushing at Vapor and forcing her to disperse. The creature with the skull, dubbed X-Ray, moved towards Iron Man and tried to fry his armor. Hulk stormed towards X-Ray, only for some unseen force to knock him aside. Hulk looked up to see what looked like a man with a universe inside of him.

"Vector…" he snarled. "What are you all doing?"

"What do you think, monster?" Vector replied. "We're kicking your asses five ways to sunday."

Samson looked over towards Vector and took note of the device on his chest.

"That device…" Samson realized. "I created those to drain gamma energy."

"Apologies Doctor." Vector replied. "But the Leader has found a better use for them. Our strength is increased beyond anything you can imagine. And with it, we will-"

Vector was cut off by Black Panther leaping from behind and tackling him to the ground.

"You all talk too much." He remarked.

Thor finally recovered from Ironclad's attack and threw his hammer at X-Ray, knocking him back and releasing Iron Man from his grip.

"Thanks, Point Break." Tony replied before launching a wrist rocket at Ironclad.

Wolverine quickly moved out of the way as the missile hit him, knocking him out.

"You could have warned me." Wolverine chastised.

"Not like it would have mattered, Mr. Healing Factor." Tony joked.

"Doesn't mean I like getting blown up." Wolverine countered.

"Even with these devices increasing their strength, these U-Foes are little match for us." Thor announced. "The Leader will need to do better than this if he seeks to stop us."

"No." T'Challa realized. "The agents outside, the U-Foes, it is all a diversion."

"A diversion for what?" Ant-Man asked.

As if on cue, a massive surge of energy came out of nowhere and attacked Ant-Man and Wasp.

"What the hell?!" Wolverine let out.

Rick was sent flying as well, crumbling at the feet of the Hulk. All three of them were writhing in agony

"Rick!" Hulk exclaimed before getting blasted as well.

The source of the blasts then materialized, revealing himself to be Zzzax.

"Fools." he sneered. "We don't need to beat you to win."

Upon hearing the monsters taunts, Hulk looked up at Rick in horror.

"No..." he let out.

Rick's skin began to turn blue. His form began to grow in size as he tore through his suit. When it was over, he was only slightly shorter than hulk, and looked almost like Abomination. Hulk then went over and held his friend, who was groaning in pain.

"Rick!" Hulk let out. "You ok?"

"I… I think so." Rick replied before going wide eyed. "Ant-Man! Wasp!"

Iron Man watched Ant-Man and Wasp began to morph right before their eyes. Their limbs became insect like, their faces elongating until they began to resemble their namesakes. Finally, they stood up as the final remnants of their containment suits fell. They hissed before charging at the avengers, clearly having lost their sanity.

Before they could get too close, Rick sat up, clapping his hands together. The resulting shockwave sent bothof the irradiated heroes flying back. Rick lowered his hands, looking down at them for a moment.

"I see why you like that move, big guy." He announced, his voice deeper, but maintaining his usual lilt.

"You seem to be doing well." Iron Man noted.

"Yeah." Rick replied, flexing his fingers. "Though I was hoping I wouldn't end up looking like Abomination's baby brother. I mean seriously..."

"Yeah!" Spidey replied, dodging Zzzax's blasts. "You're the one with the problems here!"

"Right, big battle." Rick remembered. "Coming spidey!"

Rick ran towards Zzzax and slammed him aside. As Spidey landed though, the now mutated Wasp came out of nowhere and blasted him.

"Come on, Jan, it's me!" Spidey tried to reason. "It's Spider-Man! Remember!"

Jan didn't seem to understand, her pinchers clacking as her new insectoid hands powered up. Spider-Man then shot out some webbing at her, incasing her in a thick web cocoon. Seconds after he formed it though, Wasp tore her way out and flew right at him.

Across from them, Wolverine was squaring down the mutated Ant-Man. He hissed and clacked, shrinking down before delivering a sucker punch to Wolverine's jaw.

"I don't wanna fight you, Pym, but you're making me mad!" Wolverine cried out, slashing randomly.

His cries were met with another few micro punches, knocking him back and forth. Finally, Ant-Man grew back to full size and punched Wolverine into a wall. He just growled in response.

"If you weren't my friend…" Wolverine let out.

"They're not trying to beat us!" Cap reminded, throwing his shield at Ant-Man. "They just need to breach our gamma armor!"

"Then we need to strike at the source." Panther suggested. "Destroy the generator!"

"Gonna be hard with the electric boogaloo and his gamma groupies hounding at us." Spidey added, backflipping out of the way of Wasp.

"They don't have to be hounding at all of us." Coulson suggested, shooting at Zzzax.

"Coulson's right." Cap agreed. "T'Challa, take Thor, Hulk, Samson, and Rick to take down the generator. The rest of us will hold the line!"

T'Challa nodded, gesturing for the others to follow. They followed after him, disappearing deeper into the Cube. This left Spidey, Iron Man, Wolverine, Coulson, and Cap against everyone else.

"While I've never been one to note the odds." Spidey spoke up. "These don't seem very promising."

…

With the Red Room giving him nothing, Clint decided to follow up on some of Natasha's old contacts to see if she'd gotten into contact with them. His first stop was a russian bar off the edge of Moscow. He walked in, pulling down the hood of his thick coat and lowering a scarf. He walked up to the bar and took a seat.

"I'm looking for Yuri Sokolov." he told the barkeep.

The barkeep, a large man with a thick beard and piercing eyes glared at him.

"Who wants to know?" he questioned.

"We have a mutual friend." He answered. "Natasha Romanoff."

The barkeep paused his work, looking down at Clint.

"You… Clint Barton." the man surmised. "Natasha said you'd come."

"She's been here?" Clint realized. "When?"

"Two weeks ago." The man, who Clint was beginning to suspect was Yuri Sokolov, answered. "She came for ghost story."

"A ghost story?" Clint questioned.

" _Da._ " Yuri replied. "Wanted information on man called Winter Soldier. Old myth from troubled times. No one know who he is, or was. She want to find this man. I tell her man is not real. She tell me, he is."

"The Winter Soldier…" Clint said just above a whisper. "I've heard the stories, but I thought that's all they were."

"I think same thing." Yuri replied, reaching into the pocket of his shirt and pulling out a photo. "Then Romanoff show me this."

He handed the photo to Clint. Clint took it and was surprised by what he saw. It was a black and white photo of a man. His face was obscured by both a full-face mask and long, brown hair. He was wearing all black, but his left arm seemed to reflect the light, as if it was made of metal.

"This can't be for real." Clint let out.

"I tell her that, she promise is real." Yuri continued. "Said must find this man. Say is important."

"She say where?" Clint asked.

"No, but she did say to give you message when you come." Yuri answered, pulling another piece of paper from his pocket.

Clint took the paper, seeing a simple note written in Natasha's handwriting.

" _Tell the team I'll be away for awhile. Will be off grid until I return. Take care of everyone. -Natasha._ "

Clint lowered the note before turning back towards the door.

"Thanks, Yuri." Clint replied before getting up and heading out.

…

Hulk, Samson, Rick, Thor, and Panther continued to make their way down the corridor towards the generator. Hulk wasted no time punching down the doors, revealing not the leader, but the Wrecking Crew, decked out in similar tech to that of the U-Foes.

"Uh oh." Samson let out.

"These villains again." Thor lamented.

"You know these guys?" Rick asked.

"Aye." Thor confirmed. "And I promise you, they will not fall easy."

"Nice to see you too, goldilocks." Wrecker responded, slapping his crowbar against his palm. "Been lookin for some sweet payback after you had us locked up in here."

"And now, we got the power to take you down!" Piledriver declared, pounding his fists. "Let's take em down!"

Wrecker leapt out first and swung his crowbar at Thor, knocking him back. Hulk ran out and punched Bulldozer in the face, knocking him back a bit. After recovering, Bulldozer charged forward and rammed right into Hulk, knocking him into a wall. Thunderball spun his wrecking ball a bit before throwing it at Samson, slamming him into the ground and damaging his suit.

"Doc!" Rick shouted.

As the wrecking ball was pulled away, Samson slowly got up, his suit damaged but his physical form suffered no further mutations. He let out a quick sigh of relief, then tore away the rest of the suit before getting into a fighting stance.

"Guess I'm as Hulked out as I'm gonna get."

With that, Samson ran out towards Thunderball, who pulled his wrecking ball back before whipping it back towards him. Samson batted it aside, tackling Thunderball to the ground. Thor darted forward and clashed with Wrecker, bringing his hammer down on his crowbar.

"I thought you would have learned your lesson about crossing the Son of Odin after last time." Thor jested.

"That was before we were the ones with the power!" Wrecker replied before pulling his crowbar back, nailing Thor in the stomach, and smacking him across the face, sending him careening across the room. Rick meanwhile was in an all out slug match with Piledriver, and enjoying every minute of it.

"Y'know, I can understand why the big guy enjoys this so much!" He declared as he decked Piledriver across the face. "Smashing you guys is a lot of fun!"

"Funny, I was thinking the same thing." Piledriver remarked, smacking Rick across the face.

Rick rubbed his jaw as Piledriver chuckled.

"You may be bigger, but you're still useless without your big green bodyguard!"

Piledriver tried bringing his fists down, but Rick just caught them in his hands, much to Piledrivers surprise.

"I haven't survived this long with Hulk just because he protects me." Rick grinned. "You think he would have let me stay with him if I couldn't fight back?"

Rick then shoved the fists aside and clocked Piledriver straight in the jaw. While all this was going on. Panther climbed up to a platform close to the gamma generator. The sheer gamma radiation emanating from it was overclocking his suit. He could already feel the changes beginning, his limbs becoming longer and more feline. Feeling his time was short, he pulled out several vibranium daggers and threw them into the generator.

The daggers flew true, striking the generator at multiple critical points. The generator began sparking with electricity before it began overloading. Hulk, Rick, and Doc Samson saw this and immediately took cover. Seconds later, a large explosion ripped through the facility. The shockwave sent heroes and irradiated villains/heroes/victims flying back. The dome expanded only slightly more before dissipating completely.

With the dome gone, the afflicted heroes and guards began to return to their normal state. Their heads were groggy and their clothes torn, but they were human once more. In the generator room, Samson helped Thor back to his feet as Panther leapt down to join them.

"Was wondering where you went." Rick remarked as Hulk helped him up.

"I apologize for ducking out on you," Panther replied. "But I felt the only way to get close to the generator was when the Leader's forces were occupied. Are you all alright?"

"Well, I'm no longer tall, blue, and ugly, so that's a win." Rick commented. "Still, it was nice to actually be more than just the 'beast tamer', y'know?"

"Yeah." Hulk replied. "You were great back there."

"The Hulk speaks true." Thor agreed. "You fought with much valor, Rick Jones."

"Thanks guys." Rick replied.

Doc Samson looked around at the wrecked generator and the downed Wrecking Crew, shaking his head.

"Clean-up is gonna be one hell of a chore." he remarked.

…

Later on, more S.H.I.E.L.D. forces came to help with the clean up, check on the then transformed heroes and agents, and cart away the captured villains.

"Thanks for all your help, Avengers." Coulson told them, genuinely grateful. "This could have been a huge disaster if the dome had been allowed to spread."

"Saving lives is what we do, Agent Coulson." Cap replied. "I'm just glad we stopped it before things got worse."

"It's been an honor working with you." Coulson replied, shaking his hand. "I've always been a fan of your work. Embarrassed to say I even have a set of Captain America trading cards."

"Trading cards?" Cap let out, surprised.

"Vintage set," Coulson replied. "Took me a few years to collect them all."

While they were talking, Hank walked over to Jan to see how she was doing.

"You feeling alright?" He asked. "Any nausea? Headache?"

"No, I'm doing alright." Jan reassured. "Just a little embarrassed. It's bad enough I was turned into some bug monster, but my dress was ruined."

"Didn't you and Natasha stroll down fifth avenue in your underwear once?" Tony asked.

She turned beat red and punched Tony in the arm.

"That was different, and you swore to never bring that up again!"

"Sorry." Tony apologized. "On the bright side though, the tests show no residual radiation on either of you. Looks like the Leader's little science project was very tailor made."

"The Leader," Hank realized. "There was no sign of him inside."

"No." Tony admitted. "But at least we managed to stop his big plan."

"Did we…?" T'Challa asked to himself.

…

Not that far away, the Leader looked out at the remains of the Cube, smiling to himself.

"The fools." he remarked. "They don't even realize that my assault on the Cube was nothing but a test of my true intentions. And now that I know it works, it's time for the real game to begin!"

He then pulled out a remote and press a button, activating a tower in the town behind him. It glowed green before shooting a beam of energy into the sky. A wicked smirk graced the Leaders face as his plan began to unfold, knowing the Avengers were clueless for what came next.


	30. Gamma World

_Chapter 30: Gamma World_

In the city of Las Vegas, people were bustling about, carrying on with their everyday lives. Just then, some looked up and saw a massive bubble of green energy expanding around them. The citizens screamed out in horror as they tried to run from it, but they were quickly overtaken. Once they were swallowed by the dome, everyone began transforming, ripping through their clothes as they became mindless, gamma monsters.

Inside one casino though, as patrons were running out, one elderly man sat at his slot machine, placing in coin after coin, hoping for a payoff.

"Hey, where's everybody going?" He asked. "These things are practically giving money away."

…

After his meet up with Yuri in Russia, Clint decided that continuing his search for Natasha would be a futile one, and decided to convene with the Avengers. After failing to get in contact with them, he'd put in a call to Fury, learning about the Cube and the incident occurring. He took off in the Quinjet towards the prison, his mind on a million things at once.

What was Nat's deal with the Winter Soldier? Why did she block him out? What had she gotten herself into to the point she had to hide it from everyone?

Despite all this, Clint knew he had no time to worry about it now. Something told him that this Cube deal was going to require his full and undivided attention.

…

Back at the Cube, the last of the supervillains were being loaded onto a S.H.I.E.L.D. jet, with the Avengers looking on in a pleased demeanor.

"So no Leader," Iron Man admitted. "But still. Nine gamma villains in one night? We're on a good pace."

"All in a day's work, I guess." Wasp quipped.

That's when Spidey suddenly shot up.

"Uh, guys?" he let out. "My spidey sense is tingling like crazy!"

Just then, a mass of gamma radiation moved straight towards them from the town. Before anyone could react, it washed over them, causing them all to revert to their gamma irradiated selves. Wasp and Ant-Man became insect like once more. Panther became a humanoid panther with vibranium claws. Spider-Man began to convulse, two sets of hairy legs sprouting from his ribs and large, bulbous eyes emerging from his skull. Iron Man fused with his armor, becoming an abomination of man and machine. Finally, Rick reverted back to his blue form, looking at his hands in confusion and disgust.

"Oh shit..." he cursed.

The only ones who remained unaffected were Hulk, Samson, Thor, and surprisingly Wolverine.

"What the hell?" Wolverine let out.

"I don't understand." Thor said, confused. "We destroyed the Leader's machine."

"Guess he had a back up plan." Wolverine responded, extending his claws.

"We really should have seen that coming." Rick lamented. "I mean, his back-up plans have back-up plans."

"Makes it really hard to smash!" Hulk added, punching an oncoming gamma monster.

The five fended off the transformed Avengers, trying their best not to hurt them.

"Remember, your friends are still in there!" Samson warned. "So try not to kill them!"

"I doubt the feelings mutual, Doc!" Wolverine called back, holding back the mutated Spider-Man.

"Avengers!" Thor cried out, batting another gamma monster aside. "Remember who you are!"

That's when a mutated Panther took a swipe at him, scratching deep gashes into his armor.

"I don't think they're in a listening mood." Wolverine deduced, kicking the mutated Spider-Man away, only to get attacked from behind by the mutated Cap.

"Wolverine!" Thor let out, trying to run over to him.

Before he could reach him however, he got blasted in the face by Wasp, and tackled to the ground by Ant-Man.

"Hulk! Rick! Get out of here!" Thor told them.

"What about you?!" Rick questioned.

"Just go, kid!" Wolverine snapped, just barely holding back Cap. "Right now, you two are the only ones who stand a chance of beating the Leader! Now go!"

After standing in hesitation for a second, Rick nodded as he and Hulk took off, jumping into the air and disappearing. Seconds later, Wolverine was brought to the ground by Cap, landing right next to Thor. the two heroes slowly looked up at the monsters that were once their friends standing over them. Cap and Iron Man stepped forward and punched the two heroes, knocking them out.

…

With Rick and Hulk, the two landed clear on the other end of the desert, the former shaking somewhat.

"Wow, that is a lot different when you're the one doing the jumping." He commented.

"Glad you're enjoying yourself." Hulk told him. "But we still need to find a way to help our friends."

"Yeah, but how the hell are we gonna do that?" Rick questioned. "I mean, our usual strategy of 'you distract, I sneak around' won't exactly work with me like this. Plus, we have no idea where to start looking for Leader's other dome generator."

"And our entire team is either Leader's stooge or his prisoner." Hulk added.

Just then, the sounds of a jet echoed across the desert. The two looked up and saw the Quinjet flying in and landing near them.

"Not all of them." Rick replied, running up to where it was landing. "Hawkeye! Whatever you do, do not open the Quinjet!"

Clint looked out the window and saw Hulk and Rick standing there. However, because of Rick's gamma irradiated form, he didn't recognize him.

"What the hell?" He let out, about to open the bay door.

Suddenly, he got a call on his ID card from Hulk. Curious as to why he'd call from right outside, he answered.

"Hulk, what's going on?" Clint asked. "And who's your new friend?"

" _It's Rick._ " Hulk answered. " _Open that door, and you'll be as handsome as he is._ "

" _I'm standing right here, big guy!_ " Rick snapped.

"I'm guessing this has something to do with the situation at the cube?" Hawkeye deduced.

" _Yeah._ " Hulk answered. " _Leader's got this dome set up, turning everyone into monsters like me._ "

" _Unfortunately, not all of them have Hulk's, or my, ability to think clearly._ " Rick added. " _The entire team has basically become Earth's Mightiest Monsters._ "

"Well that's just peachy." Hawkeye remarked, slumping in his chair. "Well what are we gonna do? I can't stay in the jet forever."

" _And this dome can't go on forever._ " Rick guessed. " _Maybe if we find the edge, we can regroup and figure out a plan._ _And we better get out of this dome and fast._ _The longer the team's exposed, the less chance they have of returning to normal._ "

"Then let's get doing!" Clint declared.

Clint reactivated the jet and took off, the two hulked out heroes grabbing onto the landing gear as it took off.

…

Inside the city, Wolverine, Thor, and an unconscious Samson were dropped at the feet of the Leader, who was sitting at a command console atop a metal column. The two Avengers slowly pulled themselves to their feet, looking up at the Leader.

"Well, well." Leader let out. "Out of all the Avengers present at the Cube, it's the mutant and the Asgardian that managed to survive my Gamma Dome. One can only wonder why."

"Got a hell of a healing factor." Wolverine told him. "As for blondie, he's just special that way.

"Mortal science has no effect on an Asgardian." Thor declared.

"So I see." Leader observed. "Well if I can't have you as part of my army, I can always make use of you as entertainment."

"I ain't gonna be your plaything, pal." Wolverine told him.

Leader laughed, tilting his head back as he did.

"My dear boy, what makes you think you have a choice?" he cackled. "Abomination!"

Before either Avenger could react, Abomination came seemingly out of nowhere and tackled them both. He tossed Wolverine aside and began wailing on Thor. As Abomination continued to pound on Thor, Wolverine got back up and leapt onto Abominations back, slashing at him with his claws.

"Cute." Abomination jeered as he took the blows, his gamma enhancer making him nearly invincible.

He grabbed Wolverine from behind and swung him at Thor, knocking the Asgardian back. He then slammed Wolverine into the ground repeatedly, cratering him every time. Once he grew bored of the mutant, he cast him aside and turned back to Thor, barraling straight towards him.

…

It took awhile to get clear of the dome, especially since its expansion rate had increased exponentially. Upon leaving the irradiated atmosphere, Rick had transformed back into human, Hulk grabbing him before he fell. They flew a little longer before landing in a forested area in Colorado.

"That should buy us an hour or two." Clint reported. "Gotta land this bird, so hop off."

Hulk let go and landed in a small lake as Clint landed the Quinjet. He and Rick surfaces as the archer descended, carrying two towels.

"Here, you might need these." Clint remarked, tossing them the towels.

The two took the towels, drying themselves off. Rick used his to cover his modesty.

"Man, I forgot how easily gamma creatures go through pants." Rick muttered.

"Comes with the territory." Hulk told him.

"We'll talk to Stark about stretchy pants later." Clint told them. "Right now, we need to figure out a plan on how to breach the dome without me losing my mind."

"Big guy, I hate to admit it, but we don't need Hulk right now." Rick told Hulk. "We need Dr. Banner."

Hulk snorted.

"Not happening." he insisted.

"What?!" Rick let out. "Hulk, you can't be serious!"

"I can smash the Leader myself." Hulk told them. "Just brought you out of the barrier so you'd be safe."

He shoved Rick towards Hawkeye, knocking the two together.

"Get him out of here." he ordered. "I'll deal with Leader."

"Alright that's it!. Clint cried out, stepping towards Hulk. "Listen here, Jade Jaw! I just spent the last few weeks searching in vain for my partner! The Avengers are all I got right now, and I'm not gonna leave them in there! So either you give me Bruce Banner in the next three seconds, or bottom line, I will take you down."

Rick braced himself for the inevitable fight, but much to his surprise, Hulk just busted out into laughter. He slapped a boulder hard enough to crack it, then his form began to shrink. Rick's jaw dropped as Bruce slowly came out, still laughing as he tried to regain his composure.

"I'm sorry." he apologized in between gasps and chuckles. "Give me a minute. That was… unexpected."

"Wow..." Rick let out. "Haven't seen that happen since Spidey told him a knock-knock joke."

"Eh, it's a talent." Clint remarked. "You ok, Banner?"

"Yeah… just a little dizzy." Banner reported. "He hasn't let me out in weeks."

Rick quickly went to his side, helping to stabilize him.

"You caught up on everything, Bruce?" Rick asked.

"I get the general idea." Bruce replied. "And I think I have an idea."

"What do you need?" Clint questioned.

…

In a nearby cabin that was covered in snow, the three gathered inside. Rick immediately started a fire in the fireplace, raiding a large chest for clothes for both himself and Banner. Clint looked around the cabin, seeing the scientific equipment, as well as the stockpile of canned and non-perishable goods.

"What is this place?" he asked.

"One of the many places that we hid out in during our fugitive days." Rick explained. "Were able to hunker down here for a whoppin three months before Ross found us."

"Once of the many places I tried to cure the Hulk," Bruce continued. "In vain of course. Though one of my attempts maybe just what we need."

Bruce then opened up a cabinet containing a vial with a yellow serum inside. He grabbed it, fishing around for a syringe as Clint glanced at the concoction.

"That one of those cure attempts?" Clint asked.

"Yup." Bruce confirmed before straight up injecting it into Clint, who yelped in response.

"Ow! What the hell?" Clint replied.

"It should protect you from the Leaders gamma dome." Bruce explained.

"Should?" Clint repeated skeptically.

"Look, we don't exactly have time for a field test." Rick interjected. "We need to get back to Vegas and stop the Leader."

"Then let's get back to the Quinjet." Clint insisted.

"We're not taking the jet." Banner replied, his eyes flashing green.

In an instant, Bruce transformed into the Hulk and picked up Clint and Rick before leaping through the roof and towards Vegas and the Leader.

…

Back with Wolverine and Thor, the two were still getting the snot beaten out of them. Abomination refused to let up as he slammed the two into a wall. As he let go, the two dropped to the ground with a thud. Thor then began to pick himself back up and turned towards Leader.

"You call yourself Leader?" Thor spoke. "What gives you the right to lead? You hide behind trickery and the strength of others! You are nothing but a coward and a fiend!"  
The Leader sneered in contempt, looking down at the Asgardian.

"You dare insult me!" Leader replied. "You want know what gives me the right to lead? I am the greatest scientific mind on this planet. My brain processes information on a level normal humans can't even begin to comprehend! I am the only being that can see what this pathetic species needs to survive!"

"You… are a fool." Thor commented.

"Why?" Leader asked. "Because I see a clearer vision for the future of this world?"

"For talking too much." Thor remarked.

Just then, lightning started striking in the sky. A fast moving object sped its way through the streets of the city outside before heading straight for the building, crashing through the window, hitting Abomination in the face, and returning to Thor's hand, revealing it to be his hammer.

"Your rule is at an end, villain." Thor told him. "And it wasn't short enough."

Just then, a strange megal liquid rose up from the floor, surrounding Thor, much to his surprise and Leader's delight.

"A fool, am I?" Leader replied. "I knew you would retrieve your hammer eventually. I let you do it."

The liquid then solidified itself into a bald man in a white wife beater and striped pants, holding a hand to Thor's hammer. His hand soon shimmered until it began becoming the same metal Mjolnir was made of. The process spread over his entire body.

"Hi ya pal." he greeted. "Why don't I show you why they call me the Absorbing Man?"

His body then began to course with electricity, causing trepidation in the god of thunder.

"Nay…" Thor let out.

"You ask what right I have to lead?" Leader asked. "For one, there's no one to stop me."

Absorbing Man then formed his hands into hammers before using them to knock Thor out a window. He leapt out after, leaving Wolverine alone with Leader and Abomination.

"Hey bub, don't tell me you forgot about me." Wolverine jeered.

Abomination just grinned, cracking his knuckles.

"Your healing factor may make you difficult to kill," Leader conceded. "But I look forward to see how much punishment you can take."

Abomination charged at Wolverine again, who leapt into the air and kicked him across the face. As he landed, he slashed at the monsters legs, causing him to growl in responde. He tried to bring his fist down on him, but Wolverine just backflipped out of the way.

"Your fight is futile, mutant." Leader told him. "In roughly 24 hours, the entire planet will be consumed by my gamma dome. And everyone that has been affected will be mine to control."

"Not everyone!" Rick's voice suddenly shouted.

Just then, part of the floor exploded, and Hulk, Rick, and Hawkeye leapt up through the hole.

"Leader." Hulk spat. "Long time no punch."

"Ah, my old nemesis, we meet again." Leader recognized. "Though I'm surprised you're here under such violent circumstances."

"Why now?" Hulk asked.

"Look around you!" Leader let out. "The world that once feared you, shunned you, hunted you, will soon be you. Everyone that tried to lock you up and kill you will soon bow down before you. You would be a king among monsters. Are you really going to stop that?"

"No, not stop you…" Hulk answered. "Smash you!"

"Besides, we owe you big time for all those times you used me against the Big Guy." Rick agreed, cracking his knuckles.

"Ah, Mr. Jones." Leader spoke again. "I see you have taken to a much more beastial form. In fact, I wouldn't mind making this change permanent."

"Thanks, but no thanks." Rick replied. "Still, I suppose I should thank you. Now I get to do some smashing!"

"So be it." Leader relented. "Abomination!"

Abomination charged forward at the two gamma monsters, intent on taking them out. Rick and Hulk quickly uppercut Abomination, sending him flying through the roof. The two followed after, leaving Wolverine and Hawkeye alone with the Leader.

"What took you so long?" Wolverine quipped, glancing over at Clint.

"Had a lot of ground to cover." Hawkeye replied. "Now let's take cucumber head down."

"Fortunately, I am not alone." Leader told him.

One by one, the mutated Avengers came out of the shadows, each one of them eying the two heroes down. Clint looked them over, wordlessly notching an arrow.

"Well this is gonna be fun." Wolverine remarked. "Don't you suppose you have an arrow for this one?"

"As a matter of fact, yes." Hawkeye remarked, firing his arrow at Ant-Man.

As the arrow made contact, Ant-Man dropped to the ground and began demutating to his human form. Wolverine was honestly surprised by the sudden change.

"What was-?"

"Something Dr. Banner cooked up." he answered. "Now unsheath your claws."

Wolverine did as he was asked and leapt towards the mutated Cap. He put him in a choke hold, which distracted him long enough for Hawkeye to shoot him with an arrow. It struck him right in the head, turning him back to normal. As Wolverine landed on the ground, he quickly spun around and kicked an oncoming Wasp in the face.

"Easy Logan." Hawkeye warned as he shot Wasp. "We're trying NOT to hurt them."

"Might wanna tell them that!" Wolverine called back.

Just then, Spider-Man tackled him to the ground, trying to take a bite out of him with his mandibles. Wolverine held an arm to his throat to prevent him from biting him.

"Any! Time! Now!" Wolverine cried out.

Hawkeye shot at Spidey, striking the kid in the ribs. His spidery features retracted and he slowly returned to normal.

"Ugh… Don't eat the meatloaf Gwen." he muttered deliriously. "It's gone bad..."

Wolverine just groaned as he shoved Spidey off of him, only to come face to face with Tony and Panther.

"Oh great." he muttered before cracking his neck. "So… who wants to go first?"

Panther charged out first, tackling Wolverine as the two wrestled on the ground. Wolverine managed to get the upper hand and kicked Panther into a wall. Hawkeye fired another arrow, making direct contact. Pather's feline features faded away as his more regal and king like form returned.

"What happened?" he questioned.

"No time, just move!" Hawkeye shouted.

"Just got Stark left." Wolverine reminded.

"Just give me a clear shot." Hawkeye told him.

Tony let out a roar that almost sounded technological before firing twin repulsor blasts at the archer, causing him to roll out of the way. He then notched three arrows in his bow before firing them. Tony shot down two of the arrow before the third collided with his arc reactor. Ever so slowly, the metal jutting from his skin began falling away, leaving him human once more, and in his underwear.

"What else ya got?" Hawkeye challenged, turning to Leader with a smug grin.

"Well, since you're so inquisitive." Leader replied before pressing a button in his console.

His command pillar then sprouted arms and legs as a glass dome formed around him. The pillar, now more of a battle mech, shuffled forward. The two heroes backed away in trepidation.

"You had to ask." Logan reprimanded.

…

Down below in the streets, Absorbing Man continued to wail on Thor repeatedly with his hammer hands. The Asgardian was forced farther and farther back, unable to do more than take the blows.

"Fight back!" Absorbing Man demanded. "You coward!"

"I am not afraid." Thor told him before getting hit again. "I am merely… concentrating."

Enraged, Absorbing Man yelled in a rage before charging forward. As he swung a hammer hand at him, the blow stopped mid strike. He tried to move his hand, but he was unable to even twitch.

"What the hell?!" He let out.

Thor got to his feet, holding out his hand like he would summoning Mjolnir.

"You were a fool to take of the form of Mjolnir." Thor told him. "Its power is not yours to command! It is mine!"

With that, Thor used his control over him to lift him further and further up into the air.

…

Back with Hulk and Rick, the two proved to be an effective tag team against the Abomination. While he was increased in strength by the Leader's tech, Hulk had more experience with his form, and Rick still had his sanity, leaving Abomination in the dust. The two kept dealing out one punch to him after another, barely giving him a chance to react.

"How is this possible?!" Abomination let out. "I'm stronger, smarter, more skilled in every way!"

"That's because I've got something you don't." Hulk told him. "Backup."

With that, Rick ran forward and punched Abomination in the chest, ripping off the gamma enhancer he had. Abomination backed up in pain as his form shrunk slightly, disoriented for a few precious seconds. As he regained his composure, he was greeted by a double fist punch to the face. The combo sent him flying through the Nevada sky, where he would land was unknown to both of them.

"Damn that felt good." Rick said happily

"Nice work back there." Hulk complimented.

"Yeah, felt like a regular A-Bomb back there." Rick commented.

Just then, part of the roof blew up, allowing Wolverine and Hawkeye to leap of with the Leaders mech following after them, shooting all the way.

"Still one more to smash." Hulk said, turning to Rick with a grin. "Ready, 'A-Bomb'?"

Rick returned the grin.

"Like you even have to ask."

The two then charged towards the Leader, who turned to see them and smirked.

"Two more imbeciles to put in their place." He declared. "A pity. You would have enjoyed my new world."

"Heh, any world ruled by you can't be that great!" Rick threw back.

"What he said!" Hulk agreed.

Leader continued to shoot at the four heroes, all of whom were dodging the blasts and, in Hawkeyes case, returning fire in kind.

"You know, for such a smart guy, you sure are a lousy shot!" Hawkeye threw out.

"Do not think for a second that you four have even the slightest chance of defeating me!" Leader declared in a rage. "I have already calculated over a thousand ways to destroy you!"

"Calculate this!" Rick shouted

Rick then punched one of Leader's legs, causing him to stumble a bit. He then jumped up, slamming the gamma enhancer right into the center of the Leader's control console. Everything began sparking with green energy, the machine going haywire.

"What?" The Leader let out, his eyes going wide. "No! What have you done?!"

"Taken you down a peg!" Rick declared.

The Leader used one of the Mech's arms to grab Rick and slam him into the ground, its blaster ready to fire at his head.

"Finally, after so long, I can finally be rid of this annoying pest!" Leader declared.

"Hurt him, and I tear your head off!" Hulk threatened.

"Take one step towards me, and not even his new form with save his worthless life!" Leader promised.

Just then, something appeared in the reflection of his dome. He looked up to see Absorbing Man flying towards him at incredible speeds. The bald man was shrieking in fear as he collided hard with the glass dome, shattering it. The mech went crashing to the ground and broke into pieces. Leader held his head in pain as he looked up and saw Thor landing on the building.

"Destroy, you say?" Thor repeated. "You do not know the meaning of the word!"

"So, anyone have a clue as to how we can undo this crapfest?" Wolverine asked.

"This is how." Hulk spoke up.

Hulk then went over to the tower on top of the building and began tearing it out from the foundation. The damage to the tower caused the Leader's equipment to go haywire and the dome to begin glitching out. The headband he was using to control the gamma monsters also overloaded, causing his head to grow to an enormous, bulging mass. Finally, Hulk managed to tear the tower from the supports and lift it over his head. With a massive growl, he chucked the tower into the air, sending it flying into space. As the tower soared into the atmosphere, the gamma dome dissipated completely.

Everything began to revert back to normal. Those still afflicted by the Gamma radiation could be seen returning to normal. Rick collapsed back to normal, falling to his knees and gasping.

"Man, I'm not gonna miss that feeling."

"Take it easy kid." Wolverine told him. "It's all over now."

"It would have been beautiful…" the Leader let out. "A perfect world… all in my image…"

Hulk walked over to the fallen villain and looked down on him.

"That's the problem." Hulk told him. "You're ugly."

…

Some time later, S.H.I.E.L.D. arrived to help with the clean up the mess. They led the gamma villains off as various doctors looked over the Avengers. Janet looked over at Tony, snickering under her breath at his underwear.

"You know Tony, I always knew you were full of yourself," She told him. "But to wear Iron Man boxers is a bit much."

"This isn't gonna go away anytime soon, is it?" Tony asked.

"Not by a long shot." Jan told him.

"I'd say it's a long time coming." Hawkeye quipped.

"Glad you came in when you did Clint." Cap told him. "Sorry the search for Natasha came up empty."

"Eh, she'll turn up when she's ready." Clint replied. "In the meantime, I still have you guys to keep me busy."

Thor patted Hawkeye on the back, hard enough to nearly knock the archer over.

"Do not worry, Friend Barton." he insisted. "Natasha is as tough as the Valkyries of Valhalla. She will prevail, and return to us with the tales of her great battle."

"Uh, thanks Thor." Clint replied. "Besides, it seems you need me more than I need you."

"What are you talking about?" Spidey asked, with the eyes of his mask the only things still in tact. "We had everything under control."

"Yeah right," Clint remarked. "Look how easily the Leader took you guys out. You guys are hopeless."

"Hey, we just got caught by surprise this time." Tony insisted. "Not our fault the Leader caught us-"

"With our pants down?" Jan continued.

"I get it!" Tony replied as some of the others laughed. "I'm sorry for mocking you. Can give it a rest?"

"Maybe." Jan jeered.

"So… this is what I've been missing out on?" Clint asked.

"More or less." Wolverine answered.

"It's good to be back." Clint declared.

…

Meanwhile in the mass desert, Abomination crawled across the long stretch of sand on all fours, hoping to find some semblance of civilization, but continued to come across nothing. His trekking continued until he saw sets of feet on the ground before him. He looked up to see Zemo standing before him, with Enchantress, Executioner, Klaue, and Wonder Man standing behind him.

"Hello Mr. Blonsky." Zemo greeted.


	31. Designed Only For Chaos

_Chapter 31: Designed Only for Chaos_

At the top secret AIM headquarters, several AIM scientist worked relentlessly on their most important project yet. With the final adjustments finally in place, MODOK was finally ready to be turned on.

"That should do it." One of the AIM scientist reported.

"Finally," The Scientist Supreme marveled. "After months of hardwork and setbacks, it's about to pay off. Activate it!"

One of the AIM scientists pulled the large switch, power from various terminals and chargers surging into the creation. The scientist looked on in hope and anticipation, wanting desperately for this to work. Unfortunately, that's when every single one of the machines began to spark and smoke. One even exploded before everything died down.

"What happened?!" Scientist Supreme let out.

"It seems the power needed to activate Project MODOK is far more than we are capable of producing." A scientist explained. "The terminals overloaded."

"So we need more power." Scientist Supreme deduced. "Then we just need to get a new power source."

"But where are we gonna get that kind of power?" the scientist asked. "We'd have to bend the heavens to get enough energy output!"

The Scientist Supreme suddenly perked up at his lackey's choice of words.

"Now that, is a marvelous idea." he commended.

…

Tony stood in front of Clint's bedroom door, knocking for the fifth time that morning.

"C'mon Barton, I know you're in there." He insisted. "It's been a week since you got back, and you haven't left your room."

There was no reply, only what sounded like a muffled groan.

"At least come out to eat something." Tony told him. "Preferably something that's not pizza."

There was the sound of shuffling, then the door creaked open. The stench of stale pizza, human BO, and other smells Tony didn't even dare to think off wafted from the room. If the smell wasn't off putting enough, Clint himself looked like a wreck. His hair was messy and he had a scruffy beard growing. He was in a pair of purple and white striped boxers with a purple robe thrown over a stained white shirt. He has one slipper on, and bags under his eyes that were a similar shade to his purple attire.

"Wow, you're a mess." Tony told him. "Have you slept? Or showered?"

Clint held up a finger, turning towards a small table before grabbing something from it. He then fiddled with his ears, showing off a pair of hearing aids.

"Okay, try saying that again." Clint requested.

"Wait, since when do you need hearing aids?" Tony asked.

"Since always." Clint replied. "Childhood incident left me partially deaf, knife to the ear made it nearly permanent."

"Whoa." Tony let out. "Never would've guessed."

"Eh, it's not something I like to advertise." Clint dismissed. "Though it makes for a good cover when in enemy territory. Now, are we here to discuss my disability, or is there another reason for this impromptu visit."

"I was here to tell you to get over your big bad self." Tony told him. "Nat maybe in the wind, but that's no excuse for you to lay around like this."

"Last time I checked, what I do in my spare time is none of your damn business." Clint snapped. "Now leave me alone, Stark."

He then slammed the door in Tony's face.

"Well, no one can't say I didn't try." Tony said aloud, walking away.

Clint listened to his retreating footsteps, then pulled out his hearing aids once again. He sighed and leaned against the door, sliding down to the ground.

…

As Tony entered his workshop, he passed by Hank and Jan, who were going over what looked like robotic schematics. Jan glanced over at Tony, noting his sour expression.

"Talk with Clint didn't work I take it." she guessed.

"Nah, it went great." Tony replied sarcastically. "He went a whole twenty seconds before slamming the door in my face."

Hank and Jan winced in response.

"I knew he and Nat were close, but this is ridiculous." Jan muttered.

"You know, from what I've read from Clint's file, he's been diagnosed with depression multiple times." he recalled. "Perhaps Natasha was his support system."

"He seemed to be in top shape before he met her." Tony said.

"Well, things change." Hank pointed out. "You come to rely on people to be there for you, to have your back. I mean, imagine how you would be if Pepper suddenly disappeared."

"You make a good point." Tony conceded. "I'd probably do exactly what he did, try and hunt her down, and retreat if I failed."

"He just needs time, and to know he can talk to us when he's ready." Jan insisted. "Pushing him will only make him retreat more."

" _Then you won't like what I have to report."_ JARVIS spoke up.

"What is it, JARVIS?" Tony asked.

" _It would seem an AIM facility has been located,"_ JARVIS relayed. " _And this one happens to have one of AIM's higher ranking officers, Dr. George Tarleton."_

That caused Hank to drop the schematics, his eyes widening.

"The Scientist Supreme?" He questioned. "I thought he never left the AIM secret base."

"Well won't wanna miss out on this one." Tony remarked, pulling out his card. "Avengers Assemble!"

…

In Clint's room, he just sat in quiet solace. Just then, his card started going off. He glanced over to it and contemplated just ignoring it. After seeing it go off for a few more seconds though, he took it and went to get suited up for the mission at hand.

…

Peter and Gwen sat in a Starbucks, each with a muffin and a small coffee cup. Their noses were buried in text books, trying to prepare for a physics exam next week. Though it wasn't the most ideal date, Peter was just happy to spend some time alone with Gwen.

"This is nice." Peter spoke. "I can't even remember the last time it was just the two of us together."

"I think we bumped into each other in the hall last tuesday." Gwen quipped.

The two shared a laugh at that little remark.

"Seriously though," Peter spoke up again. "I have missed you, Gwen."

"I get you've been busy with school, the Bugle, and that Stark Internship." Gwen reassured. "What's that like, anyway?"

"Busy." Peter told her. "More so than Oscorp these days, I'll bet."

"You kidding me?" Gwen retorted. "Mr. Osborn has been working us like dogs, trying to get ahead of Stark. I can only imagine how life at home must be for Harry."

"Poor guy." Peter lamented. "He will never know the pleasures of poverty."

"Yep. McDonalds dates and 2-1 coffee coupons." Gwen added, lifting her cup as if making a toast.

Peter lifted his own cup and the two toasted. At that exact moment however, Peter's bag started beeping.

"Uh, one second." Peter spoke before reaching for his bag.

He looked inside and saw his Avengers ID card as going off.

"Oh come on." Peter whispered before turning back to Gwen. "Hey I'm sorry, but something's come up."

"Bugle or Stark?" Gwen asked.

"Stark." Peter answered. "Sorry to cut things short."

"Make sure to remind Mr. Stark that you're a _student_ intern." Gwen told him.

"Will do." Peter replied before heading off. "You're amazing!"

"Tell me something I don't know." Gwen lamented slightly.

…

Across town, T'Challa stood outside the construction site that would soon be the Wakandan Embassy. He was supervising the work when Okoye walked up to him.

"So, this is our first step of opening up to the world?" Okoye inquired.

"A small one, but yes." T'Challa confirmed. "My work with the Avengers has been beneficial in many ways. Stark himself suggested the location of the embassy. It is in the heart of the historic district, home to many of our people. It will be a place where they can feel safe, and we can begin to show the world the true power of Wakanda."

"Impressive." Okoye remarked.

" _If you really wanted to show Wakanda's power, let Okoye run the embassy._ " Shuri's voice piped up from a holographic display playing on a bracelet T'Challa was wearing. " _Nobody would question our power then._ "

"I want everyone to feel safe, and while I have no doubt Okoye would protect them, she tends to get overzealous." T'Challa replied.

Just then, T'Challa's ID card started going off. He quickly took it out and saw trouble was on the horizon.

"It would seem that I am needed." T'Challa reported. "Okoye, Shuri, I leave this matter in your capable hands."

"We will take care of everything." Okoye promised.

" _Good luck, brother._ " Shuri told him.

…

Doc Samson walked into his clinic's waiting room, where Rick Jones and Hulk sat waiting. They both looked up as Doc Samson held up Rick's file.

"Good news." He reported. "Test results just got back. Blood work, MRI, CAT scan all came back normal. No trace of adverse Gamma mutations."

Hulk seemed to sigh in relief as Rick punched him in the arm.

"I told you I was fine, big guy." Rick told him. "Never been better."

"Can't be too careful." Hulk told him.

"What, was I really that ugly?" Rick quipped.

"Hideous." Hulk remarked.

The two shared a laugh as Hulk accepted a few more blows from Rick. About that time, Hulk's ID card went off in Rick's pocket. He fished it out, sighing before standing up.

"Game time." he declared.

Hulk just smirked in response.

…

Meanwhile, Logan and Cap were sitting at a bar, with Cap regaling Logan with old war stories to help refresh his memory.

"So, there we were, ankle deep in mud and stuck behind enemy lines. Dum Dum's down to three grenades, and Monty's down two a dozen bullets." Steve recalled. "We need to get past the barricade if we want to free the village behind it. None of the guys were willing to admit it, but we were certain that not all of us were gonna make it. That's when you snatched Dum Dum's grenades, then vaulted out of the trench."

"I think I'm gonna enjoy where this is going." Logan remarked.

"You pull the pins and stuff them down the barrels of two of the approaching tanks." Steve went on. "We were pulling scrap metal out of you for three days after that. Woulda lost the battle had you not pulled that stunt."

"Nice to know this healing factors good for something." Logan jeered.

Steve shoved Logan's head.

"Hey, you saved countless lives that day, including mine." Steve told him. "You're a Goddamn hero."

"Been used to being called many things." Logan told him. "Hero, the least of them."

"That's what you are, first and foremost." Steve reassured. "If the rest of the world can't see that, it's their problem."

"Y'know, I know a kid who told me something like that." Logan recalled. "She said that the world couldn't see past genetic code, and that they were missing out because of it. Granted, she was yelling at me at the time, and I nearly cut her head off."

Steve was taken aback by that last part.

"We're good now." Logan reassured. "Promise. She got me back by dropping a door on me."

Steve chuckled, shaking his head.

"Maybe one day you'll introduce me to some of your infamous friends." he quipped.

Just then, both their ID cards started going off.

"Someday perhaps.," Logan replied. "But not today."

"Right." Steve agreed. "Time to suit up."

…

In New Mexico, Jane and Dr. Selvig were pouring over a collection of Jane's research. She'd requested Thor bring her back, having need of her old collegue's input. While the two poured over charts and calculations, Thor was left at the mercy of Darcy, who was beyond happy to see the Asgardian again.

"So, is it true that Las Vegas was turned into a giant Gamma hotspot?" she asked, adjusting her beanie over her wild, dark brown locks.

"Oh yes." Thor confirmed. "Quite the ordeal that was."

"Did you get turned into a monster?" she questioned.

"No, being Asgardian I am immune to such powers." Thor answered.

"Yet I took you down with a taser." Darcy remarked, smirking at the victory she always enjoyed rubbing in his face.

"I told you, I was without my powers at the time." Thor insisted. "That doesn't count."

"Sure it doesn't." Darcy replied, patting him on the shoulder. "Just keep telling yourself that."

Before Thor could protest further, his ID card started going off. He took it out and saw that his services were needed.

"Jane, it seems that I am needed." He told her. "Will you be alright here for awhile?"

"I've got a change of clothes and my toothbrush." Jane informed him. "I'll be good. Just let me know if you'll be more than a day."

"Will do." Thor promised. "Erik, Darcy, good to see you again."

With that, Thor spun his hammer and flew off. Darcy watched him go, chuckling.

"Never gets old." she commented.

"Tell me about it." Jane agreed.

…

With everyone gathered, they piled into the Quinjet and flew towards the lab JARVIS told them about.

"I hope this pans out." Spider-Man shared. "You guys called me in the middle of a date."

"Sorry Underoos." Iron Man apologized. "But this is a big fish, and we need all hands on deck."

He glanced over to see Hawkeye, despite a messy haircut and the need for a shave, was primed for duty.

"You seem to be doing well, Barton." Iron Man remarked.

"I ready when the team needs me." Hawkeye told him.

"Good." Iron Man replied, turning forward.

…

At the laboratory, AIM scientist were going about their usual business when a wall was punched through by Hulk.

"Knock knock." He remarked.

"That's it?" Spidey asked. "No 'Hulk smash' or anything like that?"

Hulk just shot the web-head a glare.

"Ok, nevermind then." Spidey replied.

"Let's take 'em down, Avengers!" Cap called out, throwing his shield at some AIM agents.

The shield knocked down several AIM agents before returning to Cap's hand. He then used it to block some energy blasts before bashing one agent in the face. Iron Man flew around the room, blasting every agent in sight. Wasp shrunk down to mini size and shot several bio stings at AIM agents. As one ran up to her, she grew to normal size and used her sting charged hand to uppercut him, knocking him out.

An entire army of AIM agents were suddenly besieged by a large number of fire ants that found their way into their suits. Hank couldn't help but smirk as the ants did their work. Thor meanwhile threw his hammer across the room, knocking down several AIM agents before returning to his hand. Once grasping it again, he used it to smack an agent away, sending him flying into the air.

Hulk's attacks were almost effortless as he easily swatted away numerous AIM goons. One agent tried blasting him from behind, but that just set the big guy off as he spun around and punched him into a wall. Black Panther dodged around the energy blasts with grace and skill as he landed in the middle of a group of agents and quickly sliced through their weapons with his claws before pummeling them senselessly. Wolverine meanwhile went the most savage on them, slashing and clawing relentlessly until none were left standing, save for one who was shaking in his boots.

"Boo." Wolverine let out, causing the soldier to drop his gun and run away.

Spider-Man at the moment, was leaping over one group of agents who were shooting at him. He quickly webbed their faces, disorienting them, before landing right on top of them and knocking them down. He then leapt forward and punched out one of the goons before webbing another one in close and kicking him in the head.

Finally, Hawkeye was shooting at every agent he could lay his eyes on. Every shot of course was a direct hit, with some even hitting before the AIM agents could aim their weapons at him. He shot a grapnel arrow at the last agent standing and pulled him in close.

"Where's Dr. Tarleton?" He questioned.

The agent gulped, then pointed up as a set of heavy double doors. Thor looked over and threw his hammer at the doors, breaking them apart easily. The Avengers poured in and saw Dr. Tarleton packing up some plans in an attempt to escape. Once he looked up and saw the Avengers, he tried to make a break for it, only for Spidey to shoot a web at him and suspend him in the air.

"Going somewhere doc?" Spidey asked.

Tarleton struggled in the web, trying to free himself as the Avengers closed in on him. Ant-Man reached over, grabbing his mask and ripping it off. Tarleton was revealed to be a rather plain looking man with short brown hair and glasses. His eyes were laced with hatred as he continued to try and free himself from the webs binding him.

"Release me this instant!" he demanded.

"I have a better suggestion." Ant-Man responded. "You tell us what AIM is planning."

"You think I will betray the Advanced Idea Mechanics so easily?" he snorted. "Fool."

"Here's how it's gonna work." Ant-Man informed. "You can deal with me, or you can deal with him."

He gestured to Wolverine, who just casually popped out his claws on one hand. Tarleton gulped, ceasing his futile struggles.

"A-alright." he relented. "What do you want to know?"

"Where's AIM's main base?" Ant-Man asked.

"And what's their endgame?" Iron Man piped in. "Something tells me they're not going to all this trouble just to make a few high tech laser guns."

"N-no." Tarlton answered. "They've been working on something big. A game changer that will ensure AIM's rise to superiority.

"What kind of game changer?" Wasp asked.

Tarleton just leered at her.

"Project MODOC." he answered cryptically.

"I'm sorry, MODOC?" Spidey repeated in confusion.

"Curious?" Tarleton asked. "Go see for yourself. It awaits the final component on AIM island."

"And where is this AIM island?" Cap asked.

"50 miles off the coast of Florida." Tarleton answered. "Good luck getting there in one piece."

Iron Man just punches the guy out before turning to the others.

"I gotta say," He spoke up. "When I pictured us taking an island vacation, this isn't what I had in mind."

"Dare I ask what you did have in mind?" Ant-Man inquired.

"Barbecue, volleyball, sunburns and a lot of bikinis." Iron Man answered.

"I do not like the sound of this Project MODOK he spoke of." Thor commented, pulling everyone back on topic.

"Agreed." Black Panther concurred. "If AIM's current technological edge is anything to go on, then their endgame should prove to be devastating."

"Then we stop it before it even starts." Cap declared.

"Agreed." Iron Man announced. "Everyone back to the Quinjet. We're going to Florida."

…

On AIM island, several AIM agents stood watch at the door, as if expecting company. The Avengers spied on them through some foliage, scoping the place out.

"Guess Tarleton managed to get word to his buddies we were coming." Wolverine remarked.

"Which means we could be walking into a trap." Cap deduced.

"If this 'project MODOK' is as dangerous as Tarleton claims, we don't have a choice." Iron Man replied.

"Guess we need one hell of a distraction." Clint declared.

Rick smirked, patting Hulk on the shoulder.

"Leave that to us." he requested. "Ready?"

"Always." Hulk replied before leaping out into the open.

He landed with a crash, sending a shockwave that knocked the AIM agents back. More began coming out, hoping to hold the large Avenger back. However, they were no match for his strength.

"Go!" Hulk shouted.

"I am so glad he's on our side." Wasp remarked as she and the others made their way inside.

Wolverine ran up the door and sliced a massive X into it, causing it to fall to pieces. As the opening revealed itself, they were greeted by even more AIM agents who opened fire. Hawkeye fired an explosive arrow and Panther threw one of his energy daggers, the doubled blast knocked most of them back. Wasp flew in and blasted a few of them as Spider-Man swung by and webbed them to the walls. Cap ran through the hallway, kicking and bashing every agent that came close. Thor landed on the ground next to him and swung his hammer at any agents that dare challenge him. The two then turned to see several more running towards them. Cap saw this and had an idea.

"Thor, hit me." Cap told him.

"You sure?" Thor asked.

"Positive." Cap confirmed, holding up his shield.

Thor relented and struck his hammer against the shield, creating a shockwave that sent the agents flying back. It even tore into the walls, revealing exposed electronics. The two looked at this in satisfaction and surprise.

"Impressive strategy, Captain." Thor commended.

"Thanks." Cap replied before returning to the battle.

Iron Man flew across the hallway, shooting repulsor blasts left and right, taking out several agents. Seeing a fresh cluster, he fired two wrist rockets at them, which shot out small devices that latched onto their guns. One by one, the guns exploded, knocking the agents out.

"They just don't make super weapons like they used to." Iron Man remarked.

Hawkeye just let loose one arrow after another, hitting each target with precision accuracy. His lack of usual quipping gave off a sense of foreboding to both AIM, and the Avengers. Ant-Man quickly threw out several Pym disks in rapid succession, which shrunk down the agents guns before their very eyes. When all their guns were too small for them to see, Ant-Man shrunk down himself and leapt towards them, taking them out one by one.

As the Avengers continued taking down AIM agents, Thor saw one of them running off and decided to follow. He watched them attempt to escape into a large room protected by thick doors. He smirked, twirling Mjolnir in his hands before smashing right through them.

"Stand down villain." Thor threatened. "Lest you face the wrath of the son of Odin."

The agent slowly backed away from the thunderer in fear and trepidation. Thor noted that he was slowly reaching for something on his belt. Thor then raised his hammer, summoning a bit of lightning before shooting it at the agent. The agent then leapt out of the way, making Thor miss and hit something behind him.

Suddenly, the sound of whirring machinery filled the room. Everything began to light up and spark, energy travelling towards a large containment tube. The tube was suddenly illuminated with blinding like, a strange silhouette visible within it. Thor stopped his attack, but the damage had been done. The energy eventually died down, and the containment tube slowly slid open.

"By the nine realms…" Thor let out, stepping back.

By this point, the others were running into the room to figure out what was going on. They all stopped short when they saw what was emerging from the tube. It appeared to a giant golden head with a flesh like face, purple arms and legs, a purple headband across his forehead, and a rocket in its underside.

"What. The hell. Is that?" Wasp let out.

"Our masterpiece." the agent revealed. "The ultimate human machine interface. A Mental Organism Designed only for Killing. MODOK!"

"Ok wait, that's your big project?" Spidey asked in disbelief. "That's what AIM's been building up all this time? The world's largest bobblehead?!"

Spidey was about to break out into laughter when MODOK fired an energy blast from his head at him, knocking him back.

"Silence!" The creature let out.

"Oh my gosh, he can talk." Wasp dreaded.

"Thank you for awakening me, Avengers." MODOK sneered. "As a reward, I'll make your deaths swift!"

"Thanks," Iron Man replied aiming a repulsor at him. "But I got opera tickets for next week, and I'd hate to miss that."

Iron Man tried firing at him, but MODOK just produced an energy shield that protected him. MODOK retaliated by firing an energy blast at him. This one encased him in some kind of energy shield that lifted him into the air. MODOK then overwhelmed Iron Man with insane amounts of energy, causing him to cry out in pain.

Thinking fast, Hawkeye, Wasp, Cap, and Thor all fired their respective projectiles at MODOK, but they all bounced off his shield. The strange being seemed to cackle at their efforts.

"Pathetic." he leered.

He then threw Iron Man at them. He knocked down Cap and Hawkeye, but Wasp and Thor flew over him and right towards MODOK. Wasp flew around MODOK, blasting at him relentlessly. The energy seemed to to little more than annoy him.

"You honestly believe this miniscule assault is enough to defeat me?" MODOK asked, blasting at her.

"Maybe not, but it's distracting you long enough." Wasp replied. "Now Hank!"

Hank then grew to Giant-Man sized and brought his fist down on MODOK, seemingly crushing him. MODOK then fired an energy blast up at Giant-Man's hand, seemingly burning it. Giant-Man pulled his fist back in pain.

"Fools." MODOK dismissed. "Let's see if you can survive a mental bolt!"

MODOK then fired an energy blast that seemed to attack Giant-Man's mind. He grasped his head and cried out in pain as he kneeled over. Thor saw this and flew towards him, only for MODOK to turn around and fired the same mental bolt at him, causing Thor to drop to the ground in pain.

"Even the mind of a so called immortal is no match for MODOK!" MODOK taunted.

The rest of the Avengers were about to move in, but several AIM agents stormed in, aiming their guns at the team. They looked at the army behind them and the creation in front of them, neither seemed to have a favorable outcome.

"So… what now?" Spidey asked, gulping under his mask.

"I don't know, kid." Tony admitted. "I don't know..."


	32. Head of Evil

_Chapter 32: Head of Evil_

On the S.H.I.E.L.D. Helicarrier, Coulson was going about his usual duties when he saw something flashing on his screen. He took a look and saw it was a distress signal from Hawkeye. His eyes narrowing, he got to his feet, looking over where Director Fury was standing.

"Sir, we have a problem." he reporte.

"What now?" Fury asked.

"We just got a distress signal from Agent Barton." he reported. "Last known location is off the coast of Florida on a small island not far from the Bermuda Triangle."

"Think the Avengers are in some kind of trouble?" Fury asked.

"I think it would be a mistake not to make sure." Coulson replied.

Fury nodded in agreement, stroking his chin in contemplation.

"You think your team is ready?" Fury inquired.

"Would be a good field test for them." Coulson told him.

"True." Fury concurred. "Tell them to gear up and be ready to move in twenty."  
…

"So how's Tahiti?" Daisy "Skye" Johnson asked her fellow S.H.I.E.L.D. scientists, Fitz and Simmons over video chat.

" _Well, we checked three times on the plane to make sure that's actually where we were headed._ " Simmons quipped, chuckling a bit. " _But I must admit, it's been amazing._ "

" _Agreed._ " Fitz added. " _Been here two weeks, and nothing bad has happened yet._ "

" _What about on your end?_ " Simmons asked. " _Has S.H.I.E.L.D. imploded without us there?_ "

"No, actually things have been pretty chill around here." Skye told them. "Guess all the big stuff's being handled by the Avengers."

Just then, there was a beeping noise on her computer. She took a look and saw a message from Coulson.

"Uh-oh." she let out, opening the message.

" _What is it?_ " Fitz asked.

"Sorry guys, gonna have to cut this short." Skye lamented. "Trouble on the horizon."

…

In the gym, agents Bobbi Morse and Malinda May were in the midst of a heated sparring match. Bobbi was going on the offensive, causing May to dodge and back up from her opponent.

"Having trouble keeping up, May?" Bobbi asked.

"You wish." May retorted.

May then grabbed one of Bobbi's arms and flipped her to the ground. Thinking fast, Bobbi yanked May down to the ground and moved on top of her. May then kicked Bobbi off before getting back to her feet. Bobbi flipped back up and was about to continue the fight when both their communication devices in their mutual bags.

"Duty calls." Bobbi remarked.

"Then let's get to work." May replied.

…

Sometime later, the three of them meet up in the hanger area where Coulson was waiting for them.

"Welcome team." he greeted. "We have a priority one operation. At 16:00 today, we received a distress beacon from Agent Barton."

"What'd Hawkeye get himself into this time?" Bobbi asked.

"Not sure." Coulson answered. "But we have reason to believe that he and the Avengers are in trouble. Their last known location puts them here."

He holds up a tablet with a map of the island that the Avengers had been infiltrating.

"So we go in, find the Avengers and whatever threat they came across, take it out, and get out?" Skye asked.

"Correct." Coulson replied. "Suit up. We're taking off in five."

…

Back on AIM island, the Avengers struggled to free themselves from their confinements, but it was to no avail. Tony had his suit taken away by AIM agents so they could take it apart. This left him sitting in a cell in a t-shirt and boxers. Jan would've mocked but she and Hank were reduced to their skivvies as well, seeing as AIM wanted to reverse engineer the Pym particles in their suits.

Hulk was forced to revert back to Bruce Banner, agents having locked Rick to an electric chair with their finger over the button. Thor's cell was full of knockout gas, keeping him sedated and unable to do anything. Wolverine was trapped on a large magnet, which kept him immobile despite his attempts to thrash out.

Black Panther was suspended in the air by an anti-gravity generator. It kept him unable to get any momentum, leaving him helpless. Spider-Man had his web shooters taken away before shoving him in a glass containment cell. Clint just had his bow and quiver taken away before being stuffed in a cell of his own. Cap was strapped down to an operating table, with several scientist waiting to cut into him and figure out the secrets of his Super Soldier blood.

Needless to say, Earth's Mightiest Heroes weren't feeling all that mighty at the moment.

"Well this is another fine mess we've gotten ourselves into." Spidey commented, leaning against the glass.

"Yeah..." Jan grumbled. "AIM got us all, and are about to crack all of our hard work apart. Way to go team."

"At least you can move!" Logan remarked. "I can't even scratch my back."

"Bruce, just tear these guys apart." Rick insisted. "Don't worry about me. Smash these guys!"

"I'm not gonna risk your life, Rick." Bruce retorted, his veins green as he fought to keep his rage in check. "No matter how much I want to let the big guy out."

"Anything you can do from up there, Panther?" Tony asked.

"I'm afraid not." Panther replied. "Suspended like this, I fear I am useless."

"Great." Tony replied.

"Well look on the bright side." Clint remarked.

"Clint, we're captured without our gear, our weapons, and in some cases, our clothes, while AIM and that giant head are working to piece apart just about everything about us and use it against the world." Jan told him. "What exactly is the bright side here?"

He just smirks.

"Patience is a virtue." he told her. "Just sit tight. We'll be home free soon."

"Ok seriously, what is wrong with that guy?" Jan asked.

"Don't know." Tony replied. "My guess, sleep deprivation."

…

A few miles away, a S.H.I.E.L.D. aircraft classified as "The Bus" flew across the waters of the Florida coast, approaching the same island the Avengers infiltrated just a few hours ago. Inside, May sat at the controls as the other S.H.I.E.L.D. members prepared for the mission. Bobbi was decked out in a skintight light blue S.H.I.E.L.D. uniform with a matching mask and two batons that were stored on her back.

"Mockingbird, ready for duty." She reported.

Skye was in her own black S.H.I.E.L.D. uniform with orange stripes along the sides and two specialized gauntlets on her hands.

"Quake is a go." She signed off.

Coulson returned from the back of the Bus, decked out in his S.H.I.E.L.D. uniform and carrying a high tech looking gun.

"Coulson reporting." He added. "Now I'm starting to wish I had a codename."

"Interesting… weapon, you have there." Quake commented.

"Nice, huh?" Coulson replied. "Research and Development began working on it after Loki sent the Destroyer."

"Do you even know what that thing does?" Mockingbird asked.

"No," Coulson admitted. "But I'm going to find out today. May, time for stealth mode."

"Activating retro reflection panels… now." May responded.

A few button presses on the console caused the plane to seemingly vanish into thin air, allowing them to fly up to the island undetected. Once they made it to the island, the plane set down in a brush a few miles away from the facility. They peered through the underbrush at the facility, Mockingbird pulling a pair of binoculars from her belt.

"Armed guards, heavily fortified gate, these guys are armed to the teeth." she reported.

"We need a way inside without drawing attention to ourselves." May insisted.

"We could knock on the door and pretend we're door to door salesmen." Quake suggested.

"Daisy, please take this seriously." Coulson insisted.

"Look, unless one of us wants to turn ourselves into the beekeepers, I'm not seeing an easier way through those gates." She retorted.

Coulson thought about what Skye said for a minute. As much as he hated to admit it, she had a point, they needed an in and this was probably the best way.

"Alright," He relented.

Quake blinked.

"Wait, what?" she questioned.

"You're right, the only way inside if they let us in." He explained. "Since it was your idea, I'm assuming you volunteered."

"But-" Quake tried to argue.

"Keep your guard up and don't do anything reckless." May interrupted. "Wait until you make contact with the Avengers, then clear a path for us."

"And try not to laugh if they decide to frisk ya." Mockingbird mocked.

"Very funny." Quake replied, rolling her eyes.

She slipped out of the brush, muttering to herself.

"Can't even make a snide comment without getting roped into some dangerous situation." she grumbled.

She then walked up the facility and took out her gun, shooting one of the AIM agents on patrol. That shot seemed to alert every other agent there, as seconds after shooting him, several more agents stormed out of the building and began surrounding her. She gave them a grin, holding up her hands as she dropped her gun.

"My bad." she called out. "I didn't see him there."

One of the agents came over and put her hands in a pair of cuffs before leading her into the building.

…

Meanwhile in another part of the complex, MODOK was talking to the Scientist Supreme about the Avengers weapons and tech they had collected.

"It's amazing." The Scientist Supreme let out. "In one fell swoop, we captured the Avengers, as well as gained access to Stark's Iron Man armor, Captain America's super soldier serum and the Pym Particle. I'm certain with some persuasion, we can get Dr. Banner on our side to create a few more monsters under AIM's control."

"Indeed." MODOK agreed. "Soon the entire world will know AIM's might. Nothing shall stand in my way."

"You mean our way." Scientist Supreme corrected. "Don't forget who made you, MODOK."

"The means of my creation is irrelevant." MODOK replied. "I possess the greatest intellect out of any agent in the Advanced Idea Mechanics. I single handedly defeated the Avengers. I alone am worthy to command the forces of AIM!"

"AIM has always been lead by the Scientist Supreme." he argued. "You are not even a scientist! You're an experiment! You have no right to lead!"

"You dare!" MODOK yelled before shooting a mental bolt at the Scientist Supreme, who dropped to the floor crying in pain upon impact.

A few AIM agents in the room stepped back as MODOK continued his assault. The Scientist Supreme continued screaming in agony as MODOK continued attacking him.

"You are not fit to lead AIM." He snarled. "You are nothing more an a weak-willed human that has allowed his own greed to corrupt this grand establishment! Through my power, I will lead AIM to greater glory than ever dreamed possible."

He increased the power of his beam.

"Too bad you will not be around to witness it." he sneered.

After the last and loudest scream to come out of his mouth, the Scientist Supreme dropped to the ground, his mind completely destroyed. His eyes were unfocused and a line of drool dripped down his chin. MODOK just looked down at him in disgust, turning from him dismissively.

"Have that properly disposed of." he ordered. "Unless anyone else wishes to dispute my claim to leadership."

The agents wisely did as they were told, not offering a single word of protest.

"Excellent." MODOK replied. "Have the Super Soldier brought in. it's time to operate."

…

Back in the containment area, the Avengers were sitting in their cells when the AIM agents that captured Skye came in.

"You got company, Avengers." The agent declared. "Get in here."

Skye stumbled slightly, looking around the containment block at all of the captured Avengers.

"Is this all of you?" she asked.

"Pretty much." Spider-Man replied.

"Good." Skye replied. "I suggest you hold onto something."

Skye then shot out her hands from behind her back, creating a massive shockwave that knocked the agents back and destroyed the cuffs, reducing them to pieces. She then put her hand against the glass of Spidey's containment cell.

"I'd cover your ears." she warned.

The Avengers did so as she blasted at the glass, causing a loud ringing noise before the glass shattered. The blast also disabled the tech for Wolverine's Magnet and Panther's Anti-Gravity generator, causing them to land on the floor. The second it looked like Rick's electric chair was down, Bruce stopped holding back, unleashing the Hulk in an instant.

"Yeah!" Rick cheered.

Hulk walked over to him, ripping the restraints to shreds before plopping Rick on his shoulder.

"Good to have you back, big guy." Rick complimented. "Think you can free Thor?"

"No problem." Hulk replied.

Hulk then went over to Thor's cell and smashed the door to pieces. Once inside, he performed a massive clap, sending the gas keeping him unconscious out of the cell. Once enough of the gas was dispelled, Thor slowly came to, grunting as he sat up.

"Welcome back, blondie." Hulk jeered.

Thor just smirked before holding out his hand. After a few seconds, Mjolnir returned to his hand, seemingly restoring his strength

"That's more like it." Thor remarked as Skye walked over to them.

"Nice moves." Jan commended.

"Thanks." Skye replied, slightly surprised by Wasps state of dress. "Nice underwear."

Jan blushed a bit as she tried covered herself.

"Thanks." Wasp grumbled. "Hasn't been the best day for us."

"It happens." Skye told her. "Believe me."

She then turned towards the doors, popping her neck.

"I need to make way for reinforcements." she explained. "Think you can handle the rest of the rescuing?"

"I think we can manage." Tony replied. "Though some guys took Cap a little while ago. We'll need to get after him."

"Go do that." Skye told him. "This world only needs one Super Soldier."

"That's for sure." Clint replied as they all ran off.

…

Inside one of the AIM laboratories, Cap struggled to free himself from the table he was strapped to as AIM scientists closed in on him.

"How Ironic." one scientist spoke up. "HYDRA spent decades trying to recreate the formula. But now, we have it gift wrapped for us."

"Indeed." the second scientist replied. "Let us see what makes the world's greatest soldier tick."

"Hey!" Clint's voice called out.

The two looked up to see a medical tray flying right at them. It hit the first one in the face before bouncing off and hitting the second, knocking them both out. Cap looked up to see the others running towards him and freeing him from his restraints.

"Nice timing team." Cap told them.

"Some weird chick with earthquake powers came in and helped us." Spidey spoke up.

"Daisy Johnson." Clint corrected. "AKA Quake, though she prefers Skye."

"You know her?" Wolverine asked, helping Cap up.

"We work together at S.H.I.E.L.D." Clint explained.

"You called in reinforcements and didn't tell us?" Hank questioned.

"Couldn't go giving away the surprise." he retorted.

"We can talk about this later." Cap told them. "Let's just be happy we have back up. AIM's still a threat, especially since they have our gear."

"So let's get it back and take em down." Wolverine declared.

"And soon." Tony added. "It's getting kinda drafty in here."

"Agreed." Jan spoke up. "Why do the villains feel the need to strip us to our underwear?"

"I have a few answers to that," Spidey replied. "But for the sake of decency I will say none of them."

"C'mon team." Cap spoke up. "Let's retrieve our gear."

…

While the Avengers were off to retrieve their gear, Skye made her way to the front gate to rendezvous with the rest of her team. As she walked up to the large doors, she blasted them right off their hinges, causing them to fall to the ground and reveal Coulson, May, and Mockingbird waiting for her.

"If you're waiting for an engraved invitation, this is the best I got." Skye declared.

"I see your capture was believable enough." Coulson noted.

"Apparently." Skye replied, gesturing inside. "C'mon, the Avengers are waiting."

…

Back inside, the Avengers made their way through the corridors of the facility, on the lookout for both their equipment, and any AIM agents. As they continued checking one room after another, Clint opened up one room and saw Iron Man's armor being looked over by some technicians.

"Got eyes on Tin Man's suit." Clint reported.

"It's a start at least." Cap replied.

"Hey!" Tony shouted. "You better not have scratched the paint on that!"

The agents turned around and saw the Avengers in the doorway. They pulled out their blasters and began shooting at them. As most of them ducked out of the way, Wolverine rolled in and Spider-Man jumped to the ceiling and tried shooting a web at them, forgetting he didn't have his web shooters.

"Oh, right." Spidey replied. "Well, time for the old fashioned way."

Spider-Man leapt forward and tackled one of the agents to the ground. As the second agent aimed his blaster at Spidey, Wolverine ran up and slashed the blaster to pieces. The agent then dove to the ground and grabbed his partners fallen blaster, firing it at Wolverine and causing him to fall over. While all this was going on, Tony snuck in and made his way towards his armor. Before he could even touch it, the agent aimed his blaster at his head.

"Don't move." the agent told him.

Tony just remained still as he placed his hands on the table. Just then, he spun around and shoved an electric prod into his neck, causing him to spazz before falling to the ground.

"Well, that was fun." Tony remarked as he went back to his suit. "Doesn't look too damaged, thank goodness."

Tony then managed to open up the suit and step inside. The armor closed up and the computer systems in the helmet went online.

"JARVIS, talk to me buddy." Tony said.

" _Online and at your service, sir."_

"Good." Tony replied. "Set a reminder for me to start wearing pants with this thing."

"And you don't already because…." Rick replied.

"Lacks proper ventilation." Tony responded.

"Any sign of the other stuff?" Clint asked.

"Doesn't seem so." Wolverine guessed, looking around. "Best bet is they're in another room."

"Then we'll split up." Cap decided. "Iron Man, Thor, Hulk, Panther, and Wolverine will find MODOK and hold him off, the rest of us will find the remaining equipment and rendezvous with Quake and her team before meeting up with you."

"Sounds good." Iron Man replied.

With that, the five of them took off down the hallway ready to fight their new adversary.

"Come on," Spidey spoke up. "I think there are some more labs down this way."

Cap glanced over at him.

"What's your gut tell you?" he asked.

Spidey peered out, getting a sense for the area.

"We're good to go!" He told them, leaping to the ceiling and crawling along it.

The others followed along the ground, hoping that their next stop will be as fortuitous.

…

Elsewhere, Coulson's team continued making their way through the facility. As they rounded another corner, they were greeted by a swarm of AIM agents.

"Hey, you guys wouldn't know where the commissary is would you?" Coulson asked.

The agents responded by aiming their blasters at them and opening fire. Quake quickly fired a shockwave to destabilize them as Mockingbird ran up and pulled out her batons. She immediately began bashing them one after another with relative succession. She then extended one of them right into the face of one of the agents, knocking him out. May just walked up and began shooting down several agents. One agent tried to get in close to her but she quickly hit him in the face before kicking him in the stomach, causing him to fall to the ground. She then quickly swept the legs out from another agent, knocking him to the ground before shooting him. Coulson meanwhile just used a regular pistol to take out the agents, saving his specialized gun for more urgent situations.

"Not bad." Spidey commented, causing the four of them to turn around. "So what are you guys supposed to be? Coulson's Angels?"

"Not exactly." Mockingbird corrected.

"Bobbi?" Clint let out as he and the others walked up. "Didn't know Fury stuck you with this motley crew."

"Hey, the Avengers refused to work with S.H.I.E.L.D., so the Secret Warriors had to pick up the slack." Bobbi remarked. "Besides, didn't see you signing up."

"Well I've been keepin a little busy these days." Clint retorted. "Saving the world and all that."

"I'm guessing you two know each other?" Spidey threw out.

"You might say that." Clint responded.

"We used to date." Bobbi cleared up. "Before Natasha joined the team."

A series of "ah's" rang out from the Avengers in response.

"Well," Cap spoke up, getting everyone back in focus. "The rest of our team is engaging AIM's latest creation MODOK. We need to get our gear and get to them, fast."

"Then let's get moving." Coulson declared as the teams went off.

…

In another part of the facility, Iron Man and his crew began their search for MODOK, checking every room and hallway. After blasting down yet another door, they finally found MODOK watching the previous fight on a monitor screen.

"Curious." MODOK let out. "The girl is an unexpected variable. Her capture and examination would be most beneficial for AIM's continued efforts in expansion.

"Expansion's gonna have to wait, pal." Iron Man spoke up.

MODOK turned and saw Iron Man aiming a repulsor at him, Wolverine and Panther unsheathing their claws, Thor readying his hammer, and Hulk just pounding his fist into his palm.

"Payback time, head." Hulk told him.

"You honestly think you can best me?" MODOK asked. "After your annihilation last time?"

"You caught us unprepared, creature." Thor told him. "Now, we are ready for you."

"Best surrender now you butt-ugly potato head!" Rick jeered, giving MODOK the finger.

MODOK just growled before blasting at them. Thor quickly moved forward and deflected the blast with his hammer. Hulk ran forward and leapt up in the air about to smash MODOK, but he just blasted Hulk back. Panther took out several vibranium daggers and began throwing them at MODOK. They exploded on impact, but did little to penetrate his exterior. MODOK tried blasting at him, but he just flipped out of the way. Wolverine quickly ran towards him and slashed at his face. As he staggered back, Iron Man fired a repulsor blast at him, knocking him into a wall.

"Looks like it's going better than last time." Wolverine remarked.

"Aye." Thor agreed. "This foul creature will not fell us this day!"

…

Meanwhile, the second team made their way through the facility looking for the Avengers missing gear. They then came across a room labeled "weapons development".

"Think this is where our stuff is?" Hank asked.

"Would be my guess." Skye replied.

Skye then blasted at the door, knocking it down with ease. The agents inside turned in shock and immediate reached for their weapons. They immediately opened fire of them, causing them to either duck back into the hallway or bolt inside. Mockingbird ran towards one of the agents and threw a baton at him, knocking him out. Clint ran up and grabbed the agents fallen blaster, shooting down every agent in sight. Cap followed close behind and began taking out agents left and right. Even without his shield, taking them out was almost effortless. He looked over at one of the lab tables and saw his signature weapon sitting there. He tossed the agent he was grappling with aside and ran towards it, punching out another agent along the way. He grabbed the shield and tossed it across the room, causing it to bounce off several agents and knocking them to the ground.

"Have I ever said how cool that is?" Coulsion asked.

"Only about a few dozen times." May replied, shooting down a few more agents.

Hank and Jan were able to hold their own as well. Despite not having their suits, they were able to punch out more than a few of the agents coming at them. Spider-Man leapt across the room, taking out a few more agents until he saw not only his web shooters, but Hawkeye's bow and arrows, as well as Hank and Jan's suits.

He leapt towards the table, but something blasted him to the ground. He looked up and saw an AIM agent standing over him with a blaster in hand. Before he could fire, Spidey flipped to his hands and sprung over him, landing in front of the table. As the agent turned around to shoot, Spidey had attached his web shooters and shot a we at the gun, whipping it out of his hands. Spidey then shot a web line at his face, pulling him in close and kicking him to the ground. Once the agent was down, Spidey grabbed the others tools and leapt up.

"Heads up!" Spidey called out, tossing the tools to their respective owners.

Hawkeye quickly grabbed his quiver and slung it on before grabbing his bow. He then grabbed an arrow and fired it at an agent.

"That's more like it." Clint remarked.

Hank and Jan managed to grab their suits with much delight.

"Finally." Jan let out.

"Let me guess, felt naked without it?" Clint joked.

"Remind me to zap you when this is over." she glowered, pulling her dress on.

Hank managed to put his suit on as well and shrunk down to join in the fight. He managed to punch out one agent as Wasp shrunk down and flew around the battlefield zapping every agent in sight. After a few more minutes, every agent was down for the count.

"Well, that was fun." Spidey remarked.

"Agreed." Wasp nodded, giving another agent a zap for good measure.

"Now that we're back at full force, let's find the others and take that MODOK creature down." Cap ordered.

"Lead the way, Captain." Coulson replied.

…

Back with the first team, Iron Man flew around MODOK blasting at him repeatedly. MODOK kept trying to shoot at Iron Man out of frustration, but his efforts were in vain.

"I've seen better aim at carnival shooting games." He taunted.

"You dare mock me?!" MODOK let out, firing a massive energy wave that managed to knock Iron Man out of the air.

Iron Man landed with a crash as MODOK moved towards him, Panther and Thor tried to attack from behind, but MODOK just spun around and blasted them. They dropped to the ground like swatted flies as MODOK turned back to Iron Man.

"This day marks the end of the Avengers." MODOK boasted. "Soon AIM will stand as the undisputed master of the world. All will bow before-"

Before he could finish, a bolt of energy came out of nowhere and blasted him in the face, causing him to bounce across the ground. Everyone paused, then turned towards the source of the blast. There, they saw Coulson standing with the others at his back, his super weapon in his hands with smoke billowing from the barrel.

"Huh. So that's what it does." he commented.

"Nice timing, Phil." Iron Man commended, getting to his feet.

"Thanks Mr. Stark." he replied, lifting the weapon onto his shoulder. "Now, I think it's time we got your group off this island."

"No offense, but I don't feel comfortable leaving with that thing still kicking." Iron Man shared, pointing at MODOK.

MODOK slowly pulled himself up and glared at the heroes.

"I got this guy." Quake spoke up, cracking her knuckles. "Who's up for scrambled brains?"

Quake then blasted at MODOK, but he merely skittered across the ground, looking more angry than hurt. That made her blink in surprise.

"Okay, he's tougher than I thought."

MODOK then blasted at her, knocking her into the other heroes.

"Falling back may not be a bad idea." Cap admitted. "We'll be back, MODOK!"

Spider-Man then shot webs at MODOK's eyes, blinding him and pissing him off more. With the giant head preoccupied, the heroes made their escape. MODOK tried reaching for the webs, but his short arms negated his efforts.

"Can't! Reach!" He let out.

"Awww, what's the matter?" Spidey taunted. "The big baby can't reach the webs?"

"Spider-Man!" Cap called out. "Let's move!"

"I'm coming!" Spidey called back. "Yeesh, it's getting to where a guy can't have a few minutes to quip anymore."

"Underoos, let's move!" Iron Man shouted. "It's time to go!"

Spidey then swung after the heroes, leaving the mental organism in the dust.

…

As the Secret Warriors got onto the Bus and flew off, the Avengers took off in the Quinjet, flying far away from the island.

"Thanks again for the assist, Coulson." Cap said over comms.

" _No sweat, Cap."_ Coulson replied. " _Happy we could lend a hand."_

"So," Spidey spoke up. "That was just south of an ordeal."

"We can't win them all, kid." Iron Man told him. "Every now and then, you take a loss, and deal with the humiliation that follows."

"Hey, defeat and humiliation are my next door neighbors." Spidey remarked, propping his feet up.

"Well, now AIM has a being as powerful as MODOK at their disposal." Cap spoke up. "That combined with whatever data they were able to gleam from our equipment, makes them even more dangerous than before. We need to be ready for them when they make their next more."

"Aye." Thor agreed. "It would seem that these 'geeks' are proving to be a far more formidable enemy than we believed at first."

"Agreed." Hank chimed in.

"Hey, we'll handle them." Wasp reassured. "But first…"

Wasp then zapped Hawkeye on the arm, causing him to cry out a bit in pain.

"Ow." He let out.

"That was for the naked crack." she snapped.

He rubbed his arm as the team laughed, the Quinjet making its way back home.

…

Back onboard the Helicarrier, Fury went over Coulson's report on the Secret Warrior's mission.

"Well?" Coulson asked. "What do you think, sir?"

"They're certainly rough around the edges." Fury admitted. "Raw, to be sure. But… they got potential."

"I agree, sir." Coulson replied.

"We're gonna have to test them more." Fury told him. "Still, it be nice to have a team like this to count on."

Coulson nodded before walking off, leaving Fury alone to mutter one last thing.

"On the off chance, S.H.I.E.L.D. can't be."

 **Well, here's part 2 of MODOK's intro into the story.** **admittedly** **it's not the best chapter we've written, but I can promise you, the next one is gonna be X-ceptional**


	33. Home Invasion

_Chapter 33: Home Invasion_

Night at the Avengers Mansion was as peaceful as expected. Only about half the team was actually asleep, others keeping themselves busy with various activities. Tony was down in the sub-levels, working away on a ventilation system for his armor. The indignity of being reduced to his underwear by AIM fueled him, along with a steady supply of coffee.

Rick had decided to play some video games and had lost track of time. Hulk was asleep in the corner, having dozed off after watching him play for awhile. Clint was down in the training room, going through some archery drills. Sleep didn't come easily to him without Nat around, so it wasn't unusual for him to be found training in the middle of the night. Thor was pleasantly greeted by Jane's return from New Mexico and the two decided to spend the night enjoying each other's company.

Logan went out to enjoy a night to himself at a local bar. Cap had offered to go with him, but Logan had turned him down, stating that he just needed some time to himself. Steve respected that, and had retired to bed early. Unfortunately, rest did not come to him easily either. His mind was troubled by memories of the war, violent dreams that always ended the same way.

" _Bucky!_ "

He snapped up in a sweat, reeling from the nightmare as he tried to regain composure. As he did, he heard an odd sound from the upper corner of his room. It sounded like a 'bamf', and a cloud of indigo smoke filled the corner for a brief second. When it cleared, the strangest creature Steve had ever seen was standing there.

It had blue skin and hair, glowing yellow eyes, and was wearing a red and blue uniform. A devil's tail whipped slightly as the thing smiled down at him.

"Excuse me, _Herr_ captain." the creature greeted in a thick, german accent. "I did not mean to startle you."

On instinct, Cap reached for his shield and tossed it at the corner. It hit the creature square in the chest, dropping it onto the ground. It sat up, groaning in pain as Cap recovered his shield.

"I appear to have caught you at a bad time." He observed, slightly aching. "Perhaps I should take _mein_ leave."

There was another bamf, followed by another cloud of smoke before the creature disappeared again.

"What the hell?" Cap let out.

…

Down in the lab, Tony was putting the finishing touches on his vent system when JARVIS spoke up.

" _Sir, I'm sorry to interrupt, but we appear to have an intruder._ "

"Eh, figures." Tony replied. "Who is it this time? Whiplash? That Enchantress chick? Hypno Hustler?"

" _I'm not sure sir._ " JARVIS replied. " _I think there may be something wrong with my tracking program. I cannot get a lock on their position._ "

"What do you mean 'can't get a lock'?" Tony questioned.

" _The intruder appeared in Captain Rogers' room, then suddenly appeared in the kitchen._ " JARVIS explained. " _Now he has appeared in the front hall. All in a matter of seconds._ "

"So you think we have a speedster?" Tony asked, beginning to suit up.

" _Unlikely sir."_ JARVIS answered. " _It seems that his signal vanishes and reappears in a manner of seconds."_

"Teleportation then." Tony deduced.

" _That would be my guess, sir._ " JARVIS replied before his system beeped. " _Two more intruders detected._ "

"Well then," Tony responded as his helmet slipped on and faceplate closed. "Best not keep our new guests waiting."

He pulled out his ID card, turning it on.

"Avengers, Assemble!"

…

Out in the main hallway, a female figure slipped through the front doors, trying to keep towards the walls to remain out of sight. She made it a few steps before an arrow landed in the wall right in front of her. She froze, following the arrow's trajectory to see Hawkeye standing at the base of the stairs, bow at the ready.

"You know, we don't take kindly to people who sneak in here without an invitation." Hawkeye told her.

"Sorry, I left it at home." the girl snarked. "Now if you don't mind, I'm a little busy right now."

She took a step forward and Hawkeye fired another arrow at her. Again it landed in front of her, but this one started beeping before exploding in her face. She yelped in surprise, but as the dust cleared, Hawkeye was surprised to see sparks dancing across her eyes.

"Nice trick." she quipped. "Got anymore?"

Hawkeye just raised an eyebrow in response as she began walking towards him, cracking her knuckles.

"Too bad." she commented. "Here, have one of mine!"

She then went to punch him, but he quickly dodged. Her fist connected with the wall, a small explosion of stone and drywall filling the hall.

"Whoa, someone's been taking her vitamins." Hawkeye remarked.

She then turned and kicked him, a similar explosion sending him skidding down the hall. He gasped as he tried to refill his lungs, the girl walking towards him while stomping her feet, small sparks of energy gathering with each step.

"Ok… ow." Clint let out.

As the girl moved towards him, Iron Man came rocketing out of the sublevels, plowing right into her. He then threw her into a wall, causing her to crater into it.

"Well, you're clearly not the teleporter." he remarked. "Otherwise, you would have avoided that."

The girl them pulled herself from the crater, her body sparking wildly and her eyes glowing.

"Or maybe I didn't avoid it for a reason." she retorted.

"Like what?" Iron Man asked.

"Like she can absorb kinetic energy, shell head!" Hawkeye called out.

"Oh." Iron Man replied, turning back to the girl.

The girl grinned, then lunged forward, reeling her fist back. When it connected, a large shockwave sent Tony flying into the opposite wall, leaving the girl standing there in her now sleeveless shirt. She looked at it, letting out a groan.

"Again?" she moaned. "I thought Hank fixed this issue."

Just then, the blue creature from before ported in next to the girl.

"Blew off your sleeves again?" He asked.

"Yeah..." she lamented. "This is getting annoying. I'm running out of long-sleeved shirts!"

"At least zhat's all zhat's been blown off." He ribbed.

"Yeah, yeah." she sighed. "Don't remind me."

"Excuse me." Cap called out, getting their attention.

Both intruders turned to see Cap standing there in his pajamas, armed with his shield.

"I don't know what's going on, but I think some explanations are in order here." He told them

" _Schiesse._ " The creature cursed. "Ve don't have time for this."

"You handle Captain America." The girl told it. "I'll deal with Tin Man and Robin Hood."

"Right." The creature replied.  
It bamfed away, reappearing right in front of Cap.

"Apologies, _Herr_ Captain." He said before going for a punch to the face.

Cap stumbled back as the creature ported behind him and punched him again. This went on for a bit, the creature teleporting in and out, decking Cap at every change. Eventually, Cap managed to bring his shield up, the creature punching it instead. The creature clenched his fist in pain as Cap managed to smack him in the face.

Meanwhile, the girl popped her neck, giving Iron Man a cocky grin. She crooked her finger in a "come at me" motion. Iron Man then rocketed at her, landing right in front of her and smacking her across the face. He swore he saw sparks when his hand connected, but she didn't move. In fact, she just turned her head back to him with a sparking grin.

"My turn." she told him before slapping him.

His entire helmet dented at the blow as he went stumbling backward. As Iron Man turned back around, the girl smacked him again, knocking him to the ground.

"JARVIS, give me a read on this girl." He ordered.

" _Just finished the scan sir."_ JARVIS replied. " _Oddly enough, she appears to be 100% human."_

"She dented my helmet, JARVIS." Tony argued. "What exactly is human about that?"

" _I'm sorry, sir."_ JARVIS replied. " _But there's nothing out of the ordinary about her. No X-Gene or enhanced genetic structure."_

"This doesn't make any sense!" Tony exclaimed.

"Sorry about that." She replied sarcastically. "But I don't have the time, nor the patience to explain it. Just need to find something real quick."

"Like I'm just gonna-"

Just then, a small blue creature that looked like a toddler version of the first intruder suddenly appeared in his face.

"Stealthy, let's play disassemble!" the girl shouted.

She then dashed towards the rooms as the creature began yanking off bits a pieces of Tony's armor, porting away with them before appearing to get more. While the little gremlin kept him busy, they girl went from door to door, checking them one by one.

"Empty..." she muttered. "Empty… Em- HOLY SHIT!"

She immediately slammed the door to the room shut, rubbing her eyes.

"Well that's an image I'm not going to get out of my head for awhile." she muttered.

…

Inside the room, Thor and Jane stared at the freshly slammed door. They were both covered in sheets, and from the large pile of clothing and armor on the floor, that was all that was covering them.

"What was that?" Thor asked.

"I don't know, but I've never seen her here before." Jane replied.

"Me neither." Thor responded, summoning Mjolnir to his hand. "I feel there is trouble afoot."

…

The girl continued her search, opening the next door. The second she did, Black Panther came lunging through.

"Yikes!" She let out, barely dodging his attack.

"You should not have come here." Panther told her.

"So everyone keeps saying." She retorted.

Just then, the blue creature ported behind her and grabbed her.

"One moment, please." He insisted before teleporting away.

Panther looked at the smoke, trying to search the area for his prey. As he did, the two appeared in the front lobby.

"I can't find him!" The girl exclaimed. "And we're causing too much of a scene!"

"Zhen perhaps ve should fall back and try something else." He suggested.

"Good idea." the girl agreed. "Let's-"

Just then, a green fist came out of nowhere, hitting the girl and sending her into a column. She rebounded hard, then crumbled to the ground. Hulk then stepped out of the living room, giving a sniff of derision.

"I was trying to sleep." he grumbled.

Upon seeing the girl fall, both the tiny creature and the big one ported of her side.

" _Scheisse!_ " the big one cursed. "You overloaded her!"

"What does that mean?" Hulk asked.

"It means, she's going to turn zhis place into a crater if I don't get her out of here!" the creature shrieked.

Sure enough, energy was dancing madly around her as her entire body began to glow, accompanied by a low whine. The large creature grabbed her, turning to the Avengers.

"I suggest you find somezhing to take cover vith." he warned before porting off with her.

The tiny creature ported under a table, covering its head and whimpering. Tony managed to make it down stairs in what was left of his armor and was soon joined by Cap, Panther, and Hawkeye. Before they could make it any farther, a blinding light lit up the night sky as a shockwave ripped through the mansion. Just about every window was shattered, stuff was knocked off of shelves, and everyone was thrown off their feet. As the explosion died down, Thor and Jane ran out of their room and rushed downstairs to figure out what was going on.

"What was that?" Jane asked.

"Still unclear." Tony replied, getting back to his feet.

Tony looked over and saw Thor just had a sheet draped over him and Jane had thrown on an oversized dress shirt, covering her underwear underneath.

"Seems to have caught you in the middle of something." Tony noted.

Jane looked down and immediately went beet red. At that moment, Hank and Jan came running in as well, hearing the explosion.

"Ok, what the heck was that?" Jan asked.

"To put it bluntly, an exploding girl." Clint answered.

Before anyone could ask for clarification, the creature ported back in with the girl in tow. She was unconscious, and completely naked. Every male immediately turned around, even Thor.

"Please, I beg of you." The creature spoke up. "I need one of you to blast her. It vill restore her strength."

"Pal, I think we'd be more interested in restoring her pants." Tony commented.

"You don't understand!" The creature snapped. "She expended all of her energy! She has none left! If she does not get more immediately, she vill die!"

Still confused by all this, Tony just shrugged and fired a repulsor at her. The energy literally sank into her body before she coughed and gasped.

"I'm awake..." she croaked before feeling the chill in the air. "And… naked..."

"Sadly." the creature reported.

"Here." Thor offered, pulling off his sheet. "You may take this."

She went to take it, but went wide-eyed and looked away.

"Actually, you keep that." she insisted, trying hard to keep her eyes off him.

Jan held no such reservations, whistling in appreciation.

"I knew he was also the God of Fertility, but _damn._ " she let out.

Jane just shot her a glare, causing her to back off.

"Thor, you hang onto that." Jane told him, slipping off her shirt. "I got this."

"Are you sure?" Thor asked.

"Trust me it's better this way." Jane insisted.

The girl took the shirt gratefully, slipping it on over herself. Once she was 'dressed', her companion helped her to her feet, the tiny one porting onto her head and hugging her.

"Ok, so… can someone explain what the hell just happened?" Tony questioned.

"Which part?" The girl asked.

"Pick one." Tony replied.

"Perhaps we should hold this conversation until we are all more collected." Panther suggested. "And dressed."

Cap glanced at the girl, Jane, and everyone else who were in their pajamas.

"Good idea Panther." he commended before looking at the three intruders. "And don't even think about trying to get out of this."

"Hey, I'm not in the mood to go streaking anytime soon." The girl commented. "Consider us… what's the phrase?"

"On a timeout?" the creature suggested.

She snapped, pointing at him.

"There."

"I'll see if I have something that'll fit you." Jan offered.

"That will be greatly appreciated." the girl told her.

Jan lead the girl towards her room walking past Jane.

"By the way, red is a good color on you." Jan teased, earning her a smack on the arm.

…

Later, the girl was dressed in some of Jan's clothes sitting next to her companion on the couch. Tony had his suit out in front of him, trying to reassemble it. He occasionally shot glares at the tiny creature in the girl's lap, who was curled up like a cat.

"So first question," Cap began, standing in front of the two. "Who are you? Second question, why are you here?"

"My name is Alexis Ryder, though these days, I go by X-Gene." the girl explained. "This is my boyfriend, Kurt Wagner."

"But you can call me Nightcrawler." Kurt insisted.

"And this is Stealthy." X-Gene added. "He's my… can you really call him a pet?"

"It iz zhe best vay to describe him." Nightcrawler replied.

"Right, Stealthy is my pet Bamf." X-Gene went on. "A subspecies of demon that are akin to imps."

"O… kay." Tony let out. "So why did you two and your… bamf, wanna break into our house?"

"We were looking for our friend." X-Gene answered.

"His name is Logan." Nightcrawler explained. "Ve vere sent by zhe X-Men to bring him back."

"Logan?" Clint repeated. "You mean Wolverine?"

X-Gene gave a nod.

"Yeah, we need his help." she told him.

"Well why didn't you say so?" Hank asked. "We could've called him."

"Ve vere hoping to discreetly get to him vithout alerting you." Nightcrawler admitted.

"But _somebody_ didn't listen when I said third room on the _right._ " X-Gene let out, glaring at her boyfriend.

"I thought you meant the inward right." Kurt admitted.

"How could I-?" she cut off, rubbing her head. "It's a good thing you're cute."

"You flatter me." Kurt replied, wrapping his tail around her.

"Hey, Bonnie and Clyde, focus." Tony told them. "You want Wolverine, you'll get him."

Tony then pulled out his ID card and called him up.

" _I'm busy, Stark."_ Logan muttered into his ID. " _I'll be back in the morning._ "

"Got some friends here looking for you." Tony told him.

" _Tell Cap I'll be back by morning._ " Logan reiterated. " _This is my solo night._ "

"Ok, but Nightcrawler and X-Gene are gonna be pretty upset they missed you." Tony egged.

There was a brief pause on Wolverine's end.

" _The elf and the kid are there?_ " He asked

Tony held up the ID card so the two could speak.

"Hey Logan." X-Gene greeted.

" _... I'll be right there."_ Logan told them before hanging up.

…

Not long after that, Logan's motorcycle came screetching up to the front doors of the mansion. When he saw the broken glass in all the windows, as well as the severely decimated lawn, he sighed.

"Kid overloaded again." He remarked, heading inside.

He barely got in the door before being tackled into a hug by X-Gene.

"Logan!" she cried out, clinging to him tightly. "Oh you have no idea how much I missed you!"

"Missed you too, kid." Logan replied, returning the hug and seeing Nightcrawler. "How ya doin elf?"

"Better now that your here." He replied.

Cap saw the hug and couldn't help but smile.

"Guess some things do change." He remarked. "Never thought I'd ever see you accept a hug from anyone."

"I didn't think you knew what a hug was." Clint joked.

"Keep laughin cupid." Logan replied before turning back to the two X-Men. "What are you two doing here, anyway?"

X-Gene released Logan, putting on a solemn face.

"It's Rogue." she explained. "The Brotherhood took her."

"What?!" Logan let out. "What happened?!"

"She and Gambit vere coming up to see you." Nightcrawler explained. "Zhere train vas hijacked by the Maxioff siblings. Zhey took Rogue and disappeared."

"The Professor tried to find her using Cerebro, but Magneto's found a way to block it entirely." Alexis went on. "Meaning we need an old fashion tracker to find her."

"And ve could zhink of no better candidate zhen you, Logan."

"If Rogue's in trouble, you can count on me." Logan reassured.

"Great." Cap spoke up. "Where do we start?"

That made X-Gene perk up.

"Whoa there, we?" she asked. "No offense, but this is X-Men business. We came for Logan only."

"Logan's an Avenger." Cap reasoned. "If it concerns him, it concerns all of us."

"Steve's right." Logan told her. "Besides, without any solid leads on where to start, we're going to need all the help we can get."

"Zhat is true." Kurt admitted. "Magneto could be anywhere."

" _Sir,"_ JARVIS spoke up. " _I apologize for the interruption, but there seems to be a break in at Stark Tower. Right now."_

"Or he could be at my office building." Tony replied.

…

At Stark Tower, security mobilized at the front entrance as a group of four individuals entered inside.

"Freeze!" A guard ordered.

One of the individuals, a young man with white hair dressed in blue, dashed forward at breakneck speed, grabbing each of the guards weapons and dropping them all in one pile. Once they were disarmed, a woman in green clothes and matching hair held out her hand and the metal panelling on the wall ripped off, wrapping around the men and trapping them. The men were then thrown into the wall, keeping them suspended as the four of them continued moving forward.

"You'd think Stark would keep better staff on the payroll." the third figure, a woman in red with auburn hair spoke up.

"That is his concern." the fourth, an elderly man in red and purple armor, a purple cape, and a red and purple helmet replied. "For now, let us continue with our work."

"What we seek is down below." The white-haired boy in blue reported. "Though we apparently triggered some sort of silent alarm. No doubt the Avengers will be here soon."

"Let them try." the elderly man replied.

…

Sometime later, the Quinjet landed in front of Stark Tower, and the Avengers piled out, X-Gene and Nightcrawler right by their side. Stealthy let out a small growl at the open doors of the tower, his tail twitching.

"It seems your hunch vas right, _Herr_ Stark." Nightcrawler noted. "Zhese guards vere taken down at nearly impossible speeds."

"Meaning Magneto and his cronies are here." Iron Man rationalized.

"Children, not cronies." X-Gene corrected. "They're his kids."

"That doesn't make our situation any better." Hawkeye remarked, notching an arrow.

As they prepared to head inside, someone landed behind them. Everyone turned, Logan instantly unsheathing his claws as he did.

"Whoa!" Spider-Man cried out, narrowly avoiding the deadly claws. "Easy there! I came to help with Mr. Stark's distress call."

Wolverine retracted his claws as Spidey took a breath.

"Sorry to call so late, kid." Tony told him. "But we needed all hands on deck."

"Not a problem." Spidey reassured before seeing the new additions to the group. "Nightcrawler? What brings you here?"

"X-Men business." Nightcrawler sighed. "Rogue's been kidnapped."

"Hang on, since when do we know this guy?" X-Gene questioned, pointing at Spidey.

"It was before you came." Nightcrawler told her. "I'll explain later."

"Just call me Spider-Man." Spidey told her, offering a hand.

"X-Gene." she replied, taking it.

"So, who's the loser trying to break into this place?" Spidey asked, turning towards the tower.

"Magneto." Cap informed.

"Fun." Spidey remarked, shooting out a web. "Race ya inside."

Spider-Man swung towards the building as the others followed after. Once inside, they caught sight of the trapped guards, as well as the light for the elevator indicating it was going down.

"Well, either Magneto's been through here, or these guys have very weird ideas of coffee breaks." Spidey quipped.

X-Gene turned to Nightcrawler.

"Think you can-?"

Nightcrawler ported up to each of the trapped men, porting them out of their metallic prisons and dropping them safely on the ground. Ant-Man gave them a quick look over, giving a thumbs up to their condition.

"Let's keep moving." Cap told them. "Magneto couldn't've-"

Before Cap could finish, a blue blur came dashing up and knocked him off his feet. Everyone quickly got into defensive stances.

"It's Quicksilver!" X-Gene let out. "He's-!"

She got a quick punch to the mouth, one she couldn't possibly prepare for. It knocked her flat on her back, no sparking energy to be seen. Hawkeye swerved around and aimed his bow. Before he could fire, Quicksilver zoomed past and knocked Hawkeye to the ground. He shook his head in pain as he saw Quicksilver standing over him.

"You didn't see that coming?" He remarked before running off.

Seeing him sprint away, Thor threw his hammer at him, hoping to catch the speedster. Quicksilver easily dodged, then tried to grab the hammer. His unworthiness was instantly proven when Mjolnir suddenly yanked him off his feet and into a wall. Thor smirked as he recalled the hammer, unaware of the woman in red lurking in the shadows with red energy surging through her hands.

She slipped up behind Thor, her hands glowing red as she sent small tendrils of red energy into his mind. They gathered in his eyes, turning them red for a moment before they settled back to their sky blue. She then retreated into her shadows, seeking her next target. Thor shook his head to try and clear his vision, grasping his hammer.

"Be careful." He warned to his fellow Avengers. "There is a witch who tried to tamper with my mind."

"You good, Point Break?" Iron Man questioned.

"Fortunately, I am mighty." Thor replied, walking off.

As he walked forward though, his surroundings changed to that of Asgard. This wasn't the Asgard he knew however, instead it was in flames. A large blade easily the size of Stark Tower pierced through the Grand Palace, which crumbled as Thor watched. As he stumbled back in horror, he nearly tripped over something. He looked back, dropping Mjolnir in horror when he realized it was the prone form of Volstagg.

"Volstagg…" Thor let out in horror as he looked out towards the city.

Charred and burned bodies dotted the streets. Among the deceased were Fandral and Hogun, rounding out the warriors three, Lady Sif, Frigga, Odin, Loki, and even Jane. He dropped to his knees as tears filled his eyes. Ever so slowly, he gently picked up Jane's fallen body, sobbing heavily.

Unbeknownst to Thor, none of this was real. He was just kneeling on the ground, his eyes red from the woman's power.

"What's wrong with Thor?" Wasp asked.

"It's Scarlet Witch!" X-Gene answered, pulling herself up from off the ground. "If she gets in your head, she'll-"

Scarlet Witch cut her off, performing the same trick she pulled on Thor. X-Gene dropped to her knees as Scarlet Witch's power surged through her, her mind being pulled into the past. She opened her eyes and saw that she was in the middle of her hometown of Haven City. Everything was on fire, buildings crumbling all around her. A trio of Sentinels were stomping around, blasting at the screaming mutants trying to run for cover. Before her, a man in a Sheriff's uniform with pupiless eyes laid injured, if not dead.

"No..." she sobbed. "Dad… Not again..."

She ran towards him and fell to her knees, shaking him desperately.

"Please, wake up." she cried. "Wake up!"

Back in reality, Iron Man took one look at Scarlet Witch and rocketed towards her. Before he could reach her though, something seemed to stop him from moving.

" _Sir, we appear to be caught in some sort of magnetic field._ " JARVIS reported.

"Yeah, got that JARVIS." Iron Man replied.

He was pulled backwards, his helmet suddenly dismantled and removed from his face. This brought him eye to eye with a girl with green hair that was hovering above the ground. She smirked at Iron Man with a cruel gleam in her eyes.

"I thought the X-Men would have warned you." she scoffed. "Don't bring a metal suit to a fight with masters of magnetism."

"I'll make a note of that for next time." Tony remarked.

"There will not be a next time.' The girl replied.

Scarlet Witch was behind him in a matter of seconds, giving him the mental treatment. Tony shook his head before hearing a low roaring sound above him. He looked up and saw one of the Chitauri Leviathans flying over him. He then looked in front of him and saw the Avengers lying battered and defeated on a stone staircase. Hulk had several spears lodged into his back, a bleeding Rick in his arms. Wolverine was reduced to nothing but a clawed arm sticking out beneath some large rocks. Thor laid dead on the ground, his hammer shattered into several pieces. Ant-Man and Wasp were strewn on the ground as if they had been holding onto one another, their suits badly damaged. Hawkeye's bow had been snapped and his arrows broken in half. Black Widow was right next to him with a bullet hole in her head. Black Panther had a blade running through his chest, his mask cracked and showing half of his face. Spider-Man was crushed under a pile of debris with the lenses of his mask cracked. Cap was just sprawled out on the ground with his shield broken in two.

"You..." Cap wheezed, blood running down the corner of his mouth. "You could have stopped this."

Tony stepped back in horror, seeing his teammates all dead in equally horrifying ways. In the real world, the green-haired girl dropped him, smirking at Scarlet Witch.

"What do you suppose he sees?" the green haired girl asked.

"His worst fears, Lorna." Scarlet Witch answered. "Whatever scares the Invincible Iron Man."

"I'm afraid that's far enough!" Ant-Man declared.

Both girls turned to him, Lorna smiling.

"Got enough energy for one more?" She asked.

"Always." Scarlet Witch replied.

Ant-Man quickly shrunk down and leapt towards them, but Scarlet Witch blasted at him, knocking him back. He collided with a nearby wall before dropping to the ground with a thud. He slowly picked himself up, opening up his helmets faceplate when his vision became clouded. When he could see again, he was greeted by a decimated New York. Building were inflamed, everyone was scattered, and there was rubble everywhere. As he looked around, he noticed a familiar gloved arm and a shattered wing sticking out under a piece of rubble.

"Jan!" Hank shouted, bolting towards the arm.

He shoved one piece of rubble away, revealing her still body.

"No…" He let out, horrified.

He picked up the body and held it close, tears starting to form in his eyes.

"Why…?" he sobbed. "Why?"

With yet another Avenger down, Scarlet Witch went in search of another victim. However, that's when she felt a tap on her shoulder. She turned, and was immediately punched in the face by Nightcrawler. She was down in an instant as the teleporter's tail twitched angrily.

"Zhat's for hurting Alexis." he declared.

"That's one down." Cap noted before turning to the others. "Will they be ok?"

"In time." Nightcrawler confirmed, porting over to Alexis. "But Quicksilver and Lorna are still a problem. Zhey must be stopped."

"And they will." Cap confirmed. "Spider-Man, think you can slow down the speedster?"

"I'll do what I can." Spidey confirmed before swinging off.

"I fear Lorna vill not be so easily bested." Nightcrawler lamented. "She inherited her father's magnetic powers, and almost all of the remaining Avengers require metal to fight."

"Wasp, Panther, Hulk, you three handle Lorna." Cap ordered. "Logan, you're with me. If someone's attacking this place, they gotta be after the arc reactor."

"Right." Logan nodded. "Been awhile since I faced Magneto."

The two old war buddies then took off down the hallway, leaving Hulk, Wasp, Panther, and Nightcrawler to handle Lorna.

"Wasp and I will occupy her, allowing Nightcrawler and Hulk to come at her from behind." Panther relayed.

"Sounds good to me." Hulk agreed.

"Yeah." Wasp confirmed, flying towards the green haired mutant.

Wasp immediately started flying around her and tried blasting at her. Unfortunately, they did little more than annoy her as she held out her hand and sent Wasp flying into a wall. Black Panther tried a swipe at her, but his claws stopped mid air.

"You were foolish to use metal to stop me." Lorna remarked.

"Not stop." Panther told her. "Just delay."

Before she could react, Kurt ported behind her with Hulk, who punched her in the face, knocking her out.

"Fist beats magnets." Hulk remarked.

…

In another part of the tower, Spider-Man swung through the hallways looking for Quicksilver.

"Now, if I were a super speedy mutant, where would I hide?" Spidey asked himself.

His spider senses went off seconds before he was clocked in the head.

"Who said I was hiding?" Quicksilver called out.

Spidey quickly leapt up and tried punching him,but Quicksilver zoomed out of the way before the blow could connect. Quicksilver ended up behind him and punched him again, knocking him down again. Spider-Man then tried to shoot a web at him, but Quicksilver easily dodged it.

"How do you intend to catch something you can't see?" Quicksilver taunted.

Spidey just kept shooting web after web in an effort to trap him, but all his attacks were dodged. Quicksilver eventually came to a stop, tsking.

"Your aim is awful, Spider-Man." he insulted.

"Who said I was aiming at you?" Spidey retorted.

Quicksilver raised an eyebrow before looking down at his feet. All around, large clumps of webbing were stuck to the ground, large webs blocking off all exits. To add insult to injury, Quicksilver was standing in the middle of a web.

"Got ya." Spidey remarked before clocking him on the jaw.

The impact knocked him into the web, which kept him detained as Spider-Man added extra webbing to his arms and legs for good measure.

"I'm gonna look for your friends, but don't go away." Spidey quipped before swinging off.

…

Meanwhile, Cap and Wolverine made their way towards the Arc Reactor, hoping that they could catch up with Magneto before he escaped. Once Wolverine reached the door, he immediately kicked it open and entered with claws drawn. Before he could make a move though, something stopped him in his tracks pulling him up off the ground.

"The Wolverine." Magneto's voice called from above them. "After so many battles, one would have learned not to send a man with metal bones to fight the master of magnetism,"

Cap looked up to see Magneto floating down towards them.

"Magneto, I presume." Cap deduced.

"Indeed." Magneto confirmed. "And you are the famed Captain America. I heard stories about you as a boy. They were quite inspiring."

"Thank you." Cap replied, lifting his shield. "Now back off."

"I'm afraid I can't do that, Captain." Magneto told him. "As it happens, I am in need of a massive power source, and this Arc Reactor is ideal for my plans."

"What about Rogue?!" Wolverine snapped. "Is she part of your 'plans'?!"

"Miss Rogue will serve her purpose well." Magneto assured him. "In fact, she will be the key to my greatest triumph."

"That's not gonna happen!" Cap declared, throwing his shield at Magneto.

Magneto simply used his powers to catch the shield and sighed.

"It seems you do not seem to grasp the concept of 'Master of Magnetism'." He remarked, sending the shield flying back at him. The impact, knocked Cap to the ground as Magneto slammed Wolverine into a wall. He then pulled out his claws and stabbed them into the wall, restraining him.

"That should hold you." he declared. "Now if you'll excuse me, I have an arc reactor to take."

Magneto then turned towards the reactor and began using his powers on it. Slowly but surely, he began to tear the reactor out of its moorings. He then used his powers to tear away at the metal on the ceiling, creating a hole for him to use as an exit. Without a second glance backwards, he made his way out of the tower with the arc reactor. Once he was gone, Wolverine was able to retract his claws, allowing him to drop to the floor. He walked over to Cap, helping him to his feet.

"You alright, Cap?" he asked.

"Had worse." Cap replied. "Though with the Arc Reactor in the hands of that maniac, I don't know how much longer that'll stay true."

" _Cap, we've got a situation out here._ " Hawkeye announced. " _Thor, Tony, Hank, and the X-Gene girl are down. Don't know what that Scarlet Witch woman did to them, but they're not responding._ "

"Damn." Cap let out. "What about the others?"

" _Bruised, but okay._ " Hawkeye answered. " _We've got the three stooges in custody but-_ "

There was a snap on the other end of the line, then a yelp of surprise from Hawkeye.

"Hawkeye?" Cap called out. "Clint?!"

...

Quicksilver vibrated his hands and feet as fast as he could, eventually pulling himself free of the webbing holding him. He shook his hands free of the webbing, looking at his two downed sisters.

"I cannot carry them both." he whispered.

Looking between the two, he made his choice, zipping over to where Scarlet Witch lay unconscious. He sucker punched Spider-Man, Hawkeye, and the others before grabbing his sister, gathering her in his arms.

"This isn't over!" he promised before running out of the building.

Spider-Man slowly picked himself up and rubbed his face, groaning slightly.

"That's gonna leave a bruise..." he muttered. "Anyone else conscious?"

About that time, Cap and Logan came in, surveying the damage.

"Everyone ok?" Cap asked.

Jan cradled Hank, looking worried.

"Honestly, I don't know." she admitted.

Panther had his arm around Tony as he brought him in with the others. Hulk had Thor draped over his shoulder, and Kurt held Alexis in his arms. Spidey dragged a still unconscious Lorna into the fold, the mutant practically mummified in webbing.

"One the bright side, we got one of them." Spidey remarked.

"But Magneto and the twins still got away." Wolverine informed. "And with Stark's oversized battery."

"And we still have members under Scarlet Witch's spell." Cap added. "For now, let's get them back to the mansion. Hopefully we can figure out how to pull them out of it."

"Captain, if this Magneto is as dangerous as today's events showed, perhaps it is time we outsourced to those who know him best." Panther suggested.

"Ze X-Men." Nightcrawler declared. "Ve have fought Magneto before, him and his children. Ve can do it again."

"I know you wanted to keep this an X-Men thing, but Magneto pulled us in when he attacked Stark Tower and hurt our friends." Cap told him.

"Zhe name 'Avengers' is not just for show." Nightcrawler remarked. "Ve vill accept you aid. But for now, ve should get back to your mansion as you suggested. Ve have fallen to tend to."

"Right." Cap agreed. "I have a feeling things are about to get a whole lot worse."

 **Alright, the Avengers first team up with the X-Men is under way! just a heads up, this is technically a crossover with my co-author Author of the Insane's story, X-Gene. Be sure to check it out when you get the chance, especially in reference to the "Haven City" thing.**

 **Next time, the rest of the X-Men come into play, and Magneto makes a master move that could change the fates of both human and mutant kind, FOREVER!**

 **Sounds exciting, don't it?**


	34. Uncanny Avengers

_Chapter 34: Uncanny Avengers_

Back at the mansion, the mind warped Avengers were strewn on various couches and chairs, still completely out of it. Jane wrapped a thick blanket around Thor, running her hand through his hair. When he felt her touch, he pulled her into a desperate hug, as if trying to use her as a tether to reality. Hank was in a similar state, gripping Jan's hand tightly, shaking the entire time. Tony just seemed numb, staring into nothingness. He too had a blanket, draped over him by Cap, but he had not even reacted. Finally, Alexis laid down on the couch, her head in Kurt's lap as he gently pet her head. Stealthy snuggled up under her arm like a teddy bear, chirping sadly and gently patting her cheek.

"Man." Spidey let out, observing all of them. "What do you think that 'Scarlet Witch' did to them?"

"Zhe Scarlet Witch has many abilities at her disposal." Kurt informed him. "Including neural electric interfacing, telekinesis, and mental manipulation."

He looked down at Alexis, sighing.

"She pulled this on Storm, a member of our team once before." Kurt recalled. "Forced her to live through her greatest fear, a building collapse that killed her family and left her trapped for weeks."

"And what did she show her?" Cap asked, gesturing to Alexis.

"Ve vill not know until zhey come out of it." Kurt answered. "For now, zhey just need rest. By morning, zhey should be fine, but ve should not leave zhem alone. Being around zhose zhey care about helps."

"Then you just be there for her." Cap told him. "We'll take care of our team."

Kurt nodded, looking down at Alexis once more. He pulled the blanket over her a bit more as the Avengers made themselves comfortable in the living room, settling in for a long night.

…

Meanwhile, Magneto and the twins returned to Genosha, Magneto depositing the Arc Reactor in a large hanger bay set up for it. As he touched down, his right hand woman, Mystique, and a Pterodactyl named Sauron approached.

"Welcome back, Magneto." Sauron greeted. "I see you managed to acquire the device."

"Indeed." Magneto replied. "I trust with this in your possession, our plans will proceed on schedule."

"Of course." Sauron promised, giving a nod. "Unfortunately, we still haven't been able to work out the bug in the system."

"Extended use of the machine is hazardous to whomever is in the cockpit." Mystique clarified. "And for our plans to succeed, the machine will no doubt kill whomever is inside."

"I wouldn't worry about that." Magneto reassured. "I already have a willing candidate lined up for the job."

About that time, Pietro came speeding in, Wanda finally coming to in his arms. She looked around, realizing she was back on Genosha. She also noticed a distinct lack of her green-haired sister.

"Where's Lorna?" she asked.

"I could not carry you both." Pietro lamented. "I got you out as quick as I could, but I fear Lorna is with the Avengers."

"You have to get her back!" Wanda insisted.

"And I will." Pietro promised.

"No." Magneto shot down. "I need you two when our plan comes to fruition."

"But father-" Wanda tried to argue.

"I do not wish ill on Lorna anymore than you do." Magneto insisted. "But I have faith in her durability and loyalty. She will not give up any details of our plan, and the Avengers will not harm her."

The twins were clearly uneasy with this arrangement, but knew better than to argue.

"As you wish father." Pietro lamented.

"Good." Magneto nodded. "Now go rest. I need you at full strength for the main event."

"Yes father." Wanda replied as she and Pietro walked off.

...

The Avengers had all fallen asleep in the living room, crowded around their disoriented teammates. Thankfully, a good night's rest had returned some life to them, even if the afflicted members were still somewhat listless. Rick had volunteered to make breakfast, churning out enough scrambled eggs and bacon to feed an army. Eventually, everyone gathered in the dining hall, eating their food and slowly returning to some semblance of normal.

"So..." Rick began, having dealt with high levels of depression before. "Who wants to talk first? One thing I've learned, talking about what's wrong really does help."

It was silent at first, then Thor set down his fork.

"I… I saw Asgard in ruins." He shared.

Hulk glanced over at Thor, patting his shoulder.

"Sorry." he said softly.

"Everything I ever knew, everyone I cared about..." his hand tightened around Jane's. "They were gone, consumed by an ever burning fire."

"Whoa." Clint let out. "That's… messed up."

"Mine was New York..." Hank spoke up. "Like Thor, everything was on fire… and there was this… this overwhelming sense that I was responsible for it. That it was my fault the city was in ruins."

"Well it's not." Jan reassured. "Everyone's fine."

She took his arm, giving it a squeeze. He pulled her closer, sighing slightly. Peter looked over at Ton, giving him a look.

"What about you, Mr. Stark?" he asked. "What did you see?"

"I saw…. About the same as Hank." Tony told them. "Mass destruction, people hurt, my fault."

He then turned to Alexis, determined to get the subject off of himself.

"How about you, kid?" He asked.

Alexis looked up, her hand drifting to a dented sheriff's badge hanging on the front of her shirt.

"Haven City..." she said softly.

"Haven City?" Cap asked.

"It was a refuge for mutants." Logan explained. "One of the only places they could go that the government wouldn't prosecute them. The kid lived their her entire life."

"Her father vas zhe sheriff." Kurt added, wrapping an arm around her. "A vonderful man, and a kind soul."

"What happened?" T'Challa inquired.

"Sentinels..." Alexis answered, tightening her grip on the badge. "They destroyed everything..."

"Worst part was that the Sentinels were being controlled." Logan snarled. "By Magneto himself."

"Damn." Spidey let out. "Sorry about that. I know how it feels to lose someone."

Alexis gave a silent nod, a single tear rolling down her cheek. Stealthy popped up, licking it away before nuzzling her.

"What I don't get is if Magneto fight for mutant rights, why would he destroy a mutant haven?" Jan questioned.

"He tried to pin the whole thing on the MRDies." Logan explained. "Hoped to use the outrage of what happened to start a war. More than that, he hoped to turn Alexis into a weapon."

"He wanted my messed-up X-Gene." Alexis muttered.

"You mean the reason your powers couldn't be detected by my scanners?" Tony guessed.

She nodded.

"Funky X-Gene, result of being a fourth generation mutant." Alexis explained. "It can't be detected by available tech, so I'm still registered as a human."

"Can see why a psychopath like him would want that little talent." Tony remarked.

"And now he has our friend, your Arc Reactor, and a plan that we know nothing about." Alexis lamented.

"Which is why we called in your friends." Cap responded. "We need all the help we can get."

"How long until zhey get here?" Kurt questioned.

" _Sir, we have an aerial craft approaching the mansion._ " JARVIS suddenly spoke up. " _Initial scans identify it as the X-Men Blackbird._ "

"I'd say about ten seconds." Tony answered. "But that's just a guess."

…

Outside the mansion, the blackbird landed in the still decimated garden. Glassworkers, who were working overtime to replace all the windows, all stared in awe as the gangplank lowered, allowing its occupants to exit. The first to descend was a woman with red hair in a blue and yellow costume. The second was a man with a red visor over his eyes. The third was a man in a brown trench coat with eyes that were complete black, save for a pink iris in the center. Finally, a woman with chocolate colored skin and hair as white as snow came out. The Avengers started coming outside as the jets powered down. Kurt ported out, giving his teammates a grateful smile.

"Scott, Jean, Gambit, Storm, glad you came." He told them.

"Thanks." Cyclops replied. "How's Alexis?"

"Wanda made her relive Haven City." Kurt explained.

"I'll go check on her." Storm offered. "I know how real her visions can be."

Kurt nodded as Storm walked inside. She made it a few steps in when T'Challa came out of the dining room just about to don his helmet. When he laid eyes on her, he stopped, Storm doing the same.

"Ororo?" T'Challa let out, lowering his helmet.

"T'Challa?" Storm said quietly, approaching him.

T'Challa set his helmet down as well and approached her. Once they were close enough, they both started laughing, pulling each other into a hug.

"It is so good to see you again!" Storm declared, pulling out of the hug but keeping her grip on T'Challa's arms. "Look at you! The Black Panther!"

"Yes, a lot has happened since we were children." T'Challa replied. "And look at you. Last I heard, you were being hailed as some kind of goddess."

"A wise man brought be back down to Earth." Storm told him. "Helped me understand my power, and how to use it for the benefit of human and mutant kind."

"Well, being a hero suits you well." T'Challa told her.

There was a small cough, one that drew their attention. They turned to see Tony standing there, the Avengers and X-Men alike just staring at the two.

"I'm sorry, how do you two know each other?" Tony asked.

"I lived in Wakanda before my family moved to another part of Africa." Ororo explained. "T'Challa and I were childhood friends."

"I am happy for you, Storm." Cyclops told her. "But for right now, we should stay focused on the matter at hand."

Logan let out a snort, walking into the room.

"Taking charge already, Summers?" he questioned coldly. "Last I check, this is the Avengers Mansion. Cap's in charge, not you."

"Nice to see you, Logan." Cyclops told him with a level voice, as if trying to remain civil.

Steve looked between the two, instantly catching on.

"You must be Cyclops." He guessed, holding out a hand. "Logan's told me about you."

"Nice to meet you, Captain." Cyclops replied, shaking his hand.

"Logan." Jean suddenly spoke up, smiling widely.

"Jean." he greeted, giving her a hug.

She returned the hug, her smile never wavering.

"When we saw you on the news with the Avengers, I couldn't believe you'd actually found Captain America." she admitted.

"Yeah." Alexis agreed, coming into the group. "Your lone wolf persona's really taking a hit since you've been part of two super groups now."

"Don't think that means I'm going soft or something." Logan remarked.

"Perish the thought." Kurt replied.

"You better not have gotten soft." Gambit declared. "Because Rogue needs the Wolverine now more than ever."

"Relax Cajun, we'll get her back." Logan promised. "In fact, we have someone in one of the guest rooms that's gonna tell us everything we need to know.

…

The group moved upstairs as Logan opened the door to one of the guest rooms where Lorna was webbed up to the wall in what looked like several different layers of webbing. The entire room was covered in the stuff, making it look like one massive web room.

"We didn't want her using her magnetic powers, and we didn't have time to build a rubber room, so we improvised." Spidey explained, adding an extra layer just to be safe. "Hope it works too, cause I went through six cartridges of web fluid for this."

"You did good, kid." Cyclops assured him.

Lorna just glared, turning as best she could in her cocoon.

"Remy." she muttered, looking right at Gambit. "What's the matter? Still mad we took your rebound girl?"

Gambit growled at that, about to hit her in the face before Cyclops grabbed his arm.

"That's not gonna get Rogue back." He rationalized.

Gambit still looked upset, but lowered his hand.

"Where is Rogue?" He demanded.

"Why should I tell you?" Lorna retorted. "With us, she's finally going to do some good for our kind. Besides, I'm saving her the heartbreak for when you're done using her."

"I would never use her!" Gambit snapped, grabbing the front of the webs holding Lorna. "Never!"

Alexis quickly pulled his hands away, her own power absorbing the kinetic energy spilling from his trembling fingers.

"She's egging you on." she told him. "Trying to get you to blow up the webs so she can escape. You need to calm down."

"Jean, you're a telepath." Spidey recalled. "Can't you just read her mind?"

"Telepathy is a secondary power." Jean informed him. "That, and I don't have the kind of control needed to do that."

"Jean, we're low on options." Cyclops insisted. "We have to try."

Jean took a breath and began focusing, placing either hand on either side of Lorna's head. The girl looked somewhat uneasy, struggling in her cocoon as Jean focused. Her brow furrowed and sweat began to pour down her face, Lorna's scrunching in pain as her eyes screwed shut. Everyone took a step back, as if worried one or both of them would burst into flames. Jeans eyes closed as well, feeling around for any information.

Several images flashed through Lorna's mind. Some were of a machine, others of Ellis Island, a few of a formal invitation, and one or two of Magneto. Several voices spoke over one another, all garbled into one big-ole mess. By the time the menagerie of images were done, Jean stumbled backwards, panting and gasping. Scott and Logan went over and helped steady her so she wouldn't fall to the ground.

"Jean, are you alright?" Scott asked.

Jean gave a nod, trying to catch her breath.

"I know what Magneto's planning..." she let out.

...

In the Assembly hall, Jean briefed X-Men and Avengers alike on all that she'd seen.

"Magneto's built a device, some sort of machine that's supposed to manipulate the genetic structure of any creature exposed to its effects." she explained. "The Arc Reactor was the final piece he needed to complete it."

"So it turns people into mutants?" Wasp asked for clarification.

"At least, that's what it's supposed to do." Jean explained. "Magneto tested it on a human, some kid whose boat got too close to Genosha. Lorna checked on him after the test, and found the kid literally dissolving. His genetic structure had broken down to the point that there wasn't even a body left."

"Ya think Magneto knows about that little design flaw?" Clint asked.

"So far, Lorna's kept it to herself." Jean answered. "She's definitely inherited her father's hatred from humans."

"That still doesn't explain why he needs Rogue." Logan pointed out.

"His machine requires him to use his own powers to fuel the genetic wave." Jean went on. "Unfortunately, the process is painful and incredibly draining. More than that, the achieve the desired effect Magneto wants… it could be fatal."

"So he's going to use her instead?!" Gambit exclaimed.

"Umm, what exactly can this 'Rogue' do?" Tony asked.

"She has the ability to absorb the memories and skills of anyone she touches." Cyclops informed him. "That includes mutations."

"So they plan to use her as a conduit for the machine." Cap pieced together. "Were you able to find out where they were planning to use it?"

"That much, I'm afraid not." Jean lamented. "All I saw was some sort of formal invitation, and an image of Ellis island. That's it."

"Wait a minute," Hank spoke up. "I remember hearing about an event happening on Ellis Island tonight. Senator Kelly is holding a summit tonight, where he's going to address the world leaders about his Mutant Registration Act."

"Sounds like the place for a mutant terrorist to activate a doomsday weapon to me." Spidey quipped.

"If it's happening tonight, we don't have time to waste." Cap declared.

"Agreed." Cyclops nodded. "Let's suit up!"

…

After everyone was geared up and ready to go, they piled into both the Quinjet and the Blackbird and took off towards Ellis Island. Logan ended up riding in the Blackbird, rendering the entire ride incredibly awkward and uncomfortable. After a few minutes, Cyclops let out a sigh.

"I'm sorry." he said.

Logan actually perked up when he heard that.

"You're sorry?" He repeated.

"For everything that happened." Scott added. "I was being an idiot, a selfish, pigheaded idiot. I shouldn't have acted the way I did, and I shouldn't have attacked you. I'm truly sorry, Logan."

Logan honestly didn't expect that kind of response from Scott, and was genuinely stunned. After a moment, he spoke up himself.

"I could have handled the whole thing better myself." He admitted, letting out a single chuckle. "Guess we're both idiots."

"I guess so." Scott admitted, smiling slightly. "It's good to have you back."

"Don't go rolling out the welcome wagon just yet." Logan told him. "I'm an Avenger now."

"Right." Scott replied, focusing on his flying. "Still, people at the mansion miss you."

Logan glanced over his shoulder at the rest of the X-Men, who were preparing themselves for the battle to come. Despite himself, a sense of familiarity and nostalgia washed over him.

"We'll see." he decided.

…

After some more flying, they reached Ellis island around sundown. The two teams landed their jets, emerging in front of the doors to Lady Liberty. Once they were out, they all looked up at the Statue.

"The Torch." Jean announced, pointing up at it. "That's where Magneto's keeping the device."

"So, why couldn't we just fly up there?" Spidey asked.

"Too much risk of Magneto spotting us." Alexis pointed out. "And Kurt can't teleport that far without leaving himself vulnerable."

"Guess we're taking the long way." Tony declared.

The heroes began making their way inside, with Cap slowly opening the doors to make sure no one was around. Not too surprising, all of the guards were completely unconscious, metal panels strapping them to walls and the ceiling.

"He's definitely here." Cap reported.

They all continued heading inside, passing through the metal detectors one by one. A handful of people made it through, then Wolverine stepped through. The alarm started blaring loudly, red lights going off across it until Wolverine sliced through the machine with his claws. It all died down as everyone froze.

"Well there goes the element of surprise." Jan lamented.

"Aye." Thor agreed. "Magneto will be expecting us now."

Just as Thor said that, something long and slimy came out of the darkness and wrapped itself on his arm, yanking him up to the ceiling.

"Thor!" Wasp let out, shrinking down and flying after him.

As she got up, the strange long thing came out again, smacking her aside. She tumbled through the air and quickly steadied herself enough to blast at whatever was attacking her. There was a yelp, then a strange green man came falling to the ground with a wet splat.

"Ok, ew." Wasp let out in disgust. "What is that?"

"Toad." Gambit snarled, pulling from cards from his coat and charging them. "Where's the rest of your team, _grenouille?_ "

"They're around." Toad told him. "And they're anxious to have some fun with ya."

At that moment, one of the statues in the room began shifting, revealing to be Mystique in disguise. Before anyone could truly register the change, she launched forward with the grace of a gymnast, delivering a kick to the back of Gambit's head. She went for a second kick, but her leg was blocked by Panther.

"I suggest you think very hard about your next move." Panther threatened.

Mystique responded by raising her other leg and nailing Panther in the face.

"I'm not scared of human dressed like a cat." she informed him.

Panther dropped to all fours before springing towards her, tackling her to the ground. As the two wrestled on the floor, Cap and Cyclops tried to move in and help, only to get knocked back by two incredibly large, fat riddled arms. They went falling back, Cyclops rubbing his jaw.

"Blob." he cursed. "Great."

"Long time no see, shades." Blob remarked, cracking his knuckles.

He tried bringing his fists down on them, but Cap quickly brought up his shield to block it as Cyclops unleashed a laser blast from his eyes, knocking him back a bit. Wolverine unsheathed his claws and ran towards them. Before he could, a familiar figure got in the way, snarling with pointed teeth.

"Going somewhere, Logan?" the figure growled, nails extending into animalistic claws.

"Sabertooth." Wolverine snarled.

"Didn't I run you over with a truck?" Alexis questioned. "How the heck are you completely fine?"

"Runt here ain't the only one who heals quick." Sabertooth remarked.

"And it seems like you both have similar charming dispositions." Spidey quipped.

Sabretooth took a swipe at him, but Alexis caught his hand, squeezing his wrist hard.

"Watch the claws, Sabretooth." she quipped. "You'll put someone's eye out."

"That's the general idea!" Sabertooth exclaimed, trying to take a swipe at her.

Wolverine's claws stopped him, shoving Sabretooth back as the two X-Men got into fighting stances.

"This'll be fun." Wolverine declared.

"Couldn't agree more." X-Gene told him.

The two charged at Sabertooth, going for a double punch. The impact managed to knock him back into a wall, but this barely slowed him down as he quickly picked himself up and charged at them again.

Meanwhile, Iron Man was suddenly hit by a massive stream of fire that knocked him into a nearby pillar. A loud cackle filled the room as he source of the flames, Pyro, stepped forward.

"What's the matter, Iron Man?" He laughed. "Getting a little hot under the collar?!"

"You kiddin?" Iron Man remarked. "I've had dates hotter than you."

Iron Man then blasted at him, but Pyro quickly brought up a wall of fire that seemed to absorb the blast. Iron Man lowered his hand in anger.

"Okay, what is with you kids and absorbing my attacks?" He questioned.

Pyro tried shooting at him again, but this time Iron Man flew upwards to avoid the blast. As he did, Storm flew in next to him, her eyes completely white.

"Enough of this, Allerdyce!" she warned.

"What are you gonna do?" Pyro taunted. "We're indoors, so no whirlwind this time, and no storms for you to conjure up!"

"Do not assume I am without power!" Storm declared.

She then raised her hands, creating a heavy fog that engulfed the room and clouded Pyro's vision.

"What the hell?!" He let out, shooting around randomly only for the two to avoid each shot.

As he continued firing aimlessly, Ant-Man had shrunken down and made his way across the floor towards him. Once he made it towards him, he leapt up and punched at the flamethrowers on his back, damaging it severely. Gas began leaking out of the back, making the flames die out and lose their stuff. A wave of Storm's hand made the fog condense into a small shower, putting out the flames. Before Pyro could properly take in what had happened, Iron Man blasted him in the chest, knocking him to the ground.

Meanwhile, Spider-Man and Kurt continued making their way towards the top. Suddenly, Spider-Man's spider sense started going off. Before he could react, something swooped down from the upper levels, grabbing him and lifting him up into the air.

"Please tell me this isn't the Vulture again." Spidey let out looking up.

He was greeted by the sight of a pterodactyl looming over him.

"I have several PhDs and I'm reduced to tossing teenagers in unitards around." the dinosaur muttered.

"Ok wow." Spidey let out in surprise. "Just… wow. Dino men. This is what my life's become."

"My name is Sauron!" the dinosaur snapped, swinging his legs and smashing Spidey into a wall.

Spider-Man then shoved himself off, sending Sauron tumbling through the air as Spidey shot out a web line and swung from it.

"Sauron? As in the lord of darkness from Middle Earth?" Spidey remarked. "Man, the fellowship must have really dusted you if you're slumming it with Magneto."

"Silence, insect!' Sauron screeched, going in for a dive.

Before he could land a hit, Nightcrawler ported in, delivering a right hook that sent the dinosaur of course. Before he could restabilize, Spider-Man swung right into him, knocking him right into a wall where Spider-Man webbed him down, pinning him. Kurt ported next to him, and the pair shared a high five.

Back down below, Hawkeye and Jean tried to make their way upward, avoiding the fights as best they could. The second they tried to go up the stairs though, a blur of motion knocked them back. Hawkeye grunted, grabbing his bow.

"The wonder twins are back." he declared.

"Wanda, Pietro, let us pass!" Jean commanded.

"I'm afraid we can't do that." Wanda told them as Pietro came to a stop and set her on the ground.

"Listen kids, whatever your dad's planning, innocent people are gonna die." Hawkeye insisted, notching an arrow as he spoke. "You really wanna go down that path?"

The two looked at each other before shaking their heads.

"Father plans to expand the ranks of our kind."Quicksilver insisted. "Make it so the people of this world will never pass that Act."

"If you stop us, you doom our entire race!" Wanda declared.

"Except that machine won't add to your ranks, it'll kill innocent people!" Hawkeye shouted.

Suddenly, he received what felt like five punches at the same time, breaking his nose and sending him flying into the wall.

"Liar!" Quicksilver snapped. "Father would never do that!"

"He doesn't know his machine's defective." Jean tried to explain. "Your sister did."

"How DARE you try to use Lorna against us!" Wanda shouted.

She gathered a ball of red energy in her hand, throwing it at Jean. Jean tried to block it, but she was knocked back into Hawkeye. The two looked up as the two twins closed in, murder in their eyes.

Back with Cap and Cyclops, they were getting thrashed by Blob as he threw them around like nothing. As Cap tried leaping up and hitting him from behind, Blob spun around and backhanded him into a support column. Cyclops ran to his aid as Blob cracked his knuckles, moving in on the pair.

"Gonna have to be stronger than that." he taunted.

Before he could do anything, a large shadow loomed over him. He then felt a large finger tap him on the top of his head. He looked up to see the leering face of Hulk.

"Hi." the green giant said before clapping his hands over Blob's head.

When he pulled his hands apart, Blob was waving left and right, his ears ringing loudly. Hulk then gave him a flick, sending him off to the side. Alexis saw the flying Blob and quickly moved into his path, bracing herself. The fat mutant seemed to mold around her as he hit, energy gathering in her hands and eyes.

"Thanks Hulk!" She called as she pulled herself free of Blob's fatty folds. "I needed that."

Hulk shot her a thumbs up as Alexis turned towards Sabertooth. She charged forward, then gave him a powerful uppercut that sent him flying up into the ceiling, leaving him partially stuck on the floor above. The energy cleared and she shook her hand, flexing her fingers.

"Talk about hard-headed." she quipped.

Sabertooth then fell from the ceiling onto the ground. As he tried to pull himself up though, Wolverine came up and sucker punched him across the face, knocking him out.

Back with Black Panther, his was able to keep up with Mystique's strikes blow for blow, with little sign of slowing down. Realizing defeat was a distinct possibility, and seeing the other Brotherhood Members falling, Mystique turned to Pietro and Wanda.

"Warn Magneto!" she ordered. "Go!"

Seeing her distracted, Panther struck her upside the head, knocking her down. She struggled to shake off the blow, looking desperately at the twins.

"Run, now!" she demanded.

Thinking fast, Pietro grabbed Wanda and they sped off up the stairs and out of sight. Meanwhile, Wasp was trying to zap Toad, but he was bouncing all over the place. Gambit's cards were having equally little luck, just leaving scorch marks where Toad used to be.

"You chumps couldn't hit the broad side of a barn!" Toad shouted.

He shot out his tongue at Wasp, managing to grab her and tried pulling her into his mouth. She flew as hard as she could to avoid being pulled in. As she came close to his face though, she pulled an arm free and shot Toad in the eye, causing him to cry out in pain and allowing Wasp to free herself from his tongue.

"That is by far one of the grossest things that has ever happened to me." she shuddered.

As Toad shook his head in pain, a bolt of lightning came out of nowhere and shot him head on, electrocuting him and causing him to fall unconscious.

"So that is what happens to a toad when it is hit by lightning." Thor observed, lowering a smoking Mjolnir.

"The same thing that happens to anything else." Gambit quipped, stowing his cards in his pocket.

With all the Brotherhood members down, the heroes reconvened with one another.

"Everyone alright?" Cap asked.

"We're fine." Hawkeye replied.

"X-Men?" Cyclops questioned.

"Peachy." Alexis answered.

"Then let's keep moving." Cap suggested.

…

Up in the torch with Magneto, he was putting the final touches on the device when Pietro came speeding in with Wanda still in his arms. He set her down as they both turned to their father.

"The X-Men and the Avengers are here." Pietro told him. "They've beaten the Brotherhood, and they're on their way up here as we speak."

"They used Lorna to find us." Wanda added. "You should have let us rescue her!"

"I did what I thought was best for the mission." Magneto insisted. "Besides, by this time tomorrow, it will no longer matter."

He turned back to his work, intent to finish what he was doing. However, doubts had been seeded in the minds of the twins, the works of Hawkeye and Jean running through their heads.

"Are you sure this machine will do what it's supposed to?" Wanda asked.

"Of course." Magneto insisted. "Why do you ask?"

"It's just… what if something goes wrong?" She went on. "What if… the machine kills them instead of turns them?"

"Wanda, that won't happen." Quicksilver insisted, but even he didn't seem convinced.

"Of course it won't." Magneto promised. "Lorna said so herself, the subject of our test run got exactly what he needed."

The two were still skeptical, but knew better than to argue. Finally, Magneto finished putting the last touches on his machine.

"There." he declared. "Now, I will go greet our guests." he declared. "You two remain here. Once the process is complete I will be thoroughly weakened. I will need you two to protect me."

"Of… course, Father." Wanda replied.

With that, Magneto went off to await the arrival of the oncoming heroes.

...

Not so far down below, the heroes continued making their way towards the torch and Magneto. As they made it to Lady Liberty's head, Spider-Man's spider sense went off again, even worse than before.

"Uh oh." he let out. "We've got-"

Suddenly, his hands shot up and his wrists suddenly connected with the ceiling. He tried to budge, but found that he couldn't.

"I'm stuck!" he cried out.

"Crap, Magneto's here!" Alexis let out.

That's when everything began happening in a blur of motion. Metal came out of every part of the room, rushing the group. Cyclops was scooped up, pinned to the wall and forced to face to the right. Jean ended up right in front of them, metal bars forcing them to stare at one another. Iron Man's suit suddenly seized up, as if forming one solid piece of metal. Panther was suddenly yanked off his feet, his suit fusing to the wall. Two pieces of metal came and caught Gambit by the wrists, forcing him to grab Wasp and Ant Man. He them found himself forced to pin them to the wall, metal restraints maintaining their grip.

Alexis was grabbed and forced up against the wall, metal restraining her at every joint so she couldn't move. Kurt tried to get to her, but a band of metal wrapped around his eyes, blinding him before spinning him around. When he landed on the ground, it came up to greet him, pinning him in place. Logan suddenly shot forward, catching Cap off guard. They were pinned up against one another, Logan's fists forced onto either side of Cap's skull. Metal bands ensured neither of them could move.

Thor and Storm were next, pinned to the wall with ease while Mjolnir was dropped unceremoniously to the ground. Hawkeye got his bow suddenly wrenched from his hand before he was suspended like the rest. Finally, The floor literally melted around Hulk, sealing him in. the floor also rippled like water, pulling Rick off his back and moving him right in front of the giant. The floor then sealed around him as well, leaving every single one of them restrained and immobile.

As everyone tried to free themselves from their confinements, a hole in the ceiling opened up, allowing Magneto to descend into the room. He looked around the room, chuckling slightly.

"Too easy." he remarked before turning to Cyclops. "Better close your eyes."

He pulled Cyclops' visor off, forcing him to screw his eye shut to prevent his powers from hurting Jean.

"Foolish for an army armed with metal toys to attack the master of magnetism." Magneto commented.

"Where is Rogue?" Gambit demanded, looking over his shoulder as best he could. "What have you done with her?!"

"She is alright, for the time being." Magneto told him. "In fact, she will be the last martyr in the war between humans and mutants."

"Your machine isn't a miracle maker, Magneto!" Cyclops told him. "It's gonna kill everyone!"

"So you were the ones who deluded my children with such nonsense." he muttered. "I should have known."

"It's not nonsense." Jean insisted. "Lorna saw it with her own eyes! Your test subject lost his molecular structure and was reduced to nothing but water!"

He seemed surprised for a moment, actually pausing.

"So that's what Lorna meant when…" Magneto realized before resuming his previous demeanor. "It doesn't matter, it's too late to turn back now. Besides, this way the act will never come to pass."

"So you're just willing to kill God knows how many innocent lives?!" Alexis asked, struggling fiercely. "Wasn't Haven City enough?! Just how far are you willing to go for this maniac crusade?!"

"As far as it takes to ensure mutant kind takes its rightful place in this world." Magneto insisted. "I thought after all we've been through Alexis, you would have come to accept that."

"Mutant kind isn't better than human kind." Alexis insisted. "We make mistakes, we point fingers, and we lose ourselves to our pain. We're no better than them, but we can be. Just not like this."

"Charles has rubbed off on you." Magneto noted. "Unfortunately, his idealism wasn't able to stop this act from nearing reality. Now, it is time for me to usher in our new age.

With that, Magneto flew off through the ceiling, leaving the heroes stuck tight.

"Real piece of work, that guy." Hawkeye remarked. "How do we get out of this?"

"If I could move, I'd gather some energy and bust my way out." Alexis grunted. "Anyone else got an idea?"

"Tony, can you do anything?"

"My suit is a giant tin can right now." Tony shared. "I'm stuck."

"I could charge my hands and free myself, but I risk shorting out your tiny friends here." Gambit announced.

"And we can't grow stuck like this." Ant Man lamented. "Not without breaking Gambit's hands, and our bodies trying to squeeze out."

"Storm, Thor, can either of you zap us out?" Hawkeye asked.

"Nay." Thor replied. "We are trapped in a large copper conductor. We would all be fried in an instant."

"What about the big guy?" Wolverine asked.

"Can't." Hulk answered. "I smash, me and Rick fall. I'll be fine, he won't be."

"Hulk, forget about me." Rick insisted. "People will die if we don't get up there. Every human in this head will die!"

"No!" Hulk bellowed.

"Kurt, can you port?" Alexis questioned. "Get us out?"

" _Nein._ " he answered. "I do not know vhich vay is up, nor vhere anyvone is. Zhe risk is too great."

Wolverine let out a loud growl.

"Goddamnit!" he cursed.

…

Up in the torch, Rogue was struggling to free herself from a pair of restraints keeping her attached to a set of handles. She'd nearly broken her wrists trying to pull free, but nothing had worked. She kept struggling, even as Magneto approached.

"Comfortable, my dear?" He asked.

"Let me go, Magneto!" she demanded. "Now!"

"I'm afraid I can't do that." Magneto told her. "Everything is finally coming to fruition. Soon, the world will be changed for the benefit of mutant kind. The role you play will make the lives of countless mutants much safer. You should be honored."

"Well I ain't!" Rogue spat. "I ain't gonna be a part in yer scheme! Not gonna happen!"

"I'm afraid you don't have a choice." He informed, taking off one of his gloves. "Forgive me for this."

Realizing what he was trying to do, she attempted to move away. Her cuffs prevented her and he managed to touch her face. Almost instantly, a wracking pain shot through Magneto's body, as if his very life essence was being drained away. Rogue cried out in pain as well, her forcefully acquired magnetic powers forcing her to grab onto the handles. Magneto kept his hand on her long enough for the powers to remain, then pulled away just before the touch would have been fatal. He stumbled backwards, utterly helpless as the machine powered up.

…

Meanwhile down below, the heroes were able to hear the machine beginning to power up. They all looked up, seeing the flames of the torch to explode outward to reveal the large, glowing machinery.

"Oh shit, it's starting!" Cyclops let out.

"Meaning we gotta make a move, and fast." Hawkeye insisted. "We have to get out of here!" Spidey insisted, trying hard to pull his wrists free of the ceiling.

"I'm afraid that will be easier said than done." Panther announced. "We have company."

The group looked up and saw Pietro and Wanda coming towards them.

"Well, what do you want?" Hawkeye asked. "Come to finish what dear old dad started?"

Quicksilver said nothing. Instead, he bent down and picked up Cyclop's visor. Sharing a nod with his sister, he then slid it into place on Cyclop's face. Once that was done, he zipped over to Rick, grabbing onto his shirt and bracing himself. Wanda then used her powers to warp the floor around Rick and Hulk. Hulk dropped, but caught himself on the ledge. Rick would have fallen, but Quicksilver's grip kept him from doing so. Hulk pulled himself up as Quicksilver got Rick back to safety.

"Uh, thanks..." Rick let out.

With the two free, Quicksilver and Wanda silently walked out of the head, leaving them alone. Hawkeye blinked in surprise, sharing a surprised glance with everyone else.

"What was that all about?" He asked.

"They heard everything." Jean explained as Hulk began tearing everyone free of their restraints. "They didn't know about the machine, or Haven City. They believed in Magneto's dream, but not in his method of achieving it."

"Works out for us." Spidey remarked as Hulk pulled him down.

Kurt ended up having to free Black Panther from the wall, and Hulk had to completely rip Tony's suit apart to free him. Luckily, everyone was okay.

"Well, looks like I'm sitting this one out." Tony replied.

"At least you're wearing pants this time." Wasp ribbed.

"We don't have time for jokes." Gambit snapped. "That machine is on, and every second it is, people lives are at risk, including Rogue's!"

"Right, we gotta get up there." Cap ordered.

"There's no time to climb." Jean insisted. "By the time we did, it would be too late."

"Then those of us who can fly must." Thor declared.

"You'd never get past that energy dome." Tony insisted, pointing. "It's protecting the machine. You'd need to disable it somehow before you can even think about destroying that machine."

"It's too far away for my optics." Cyclops cursed. "I can't get a good shot. Now without risking hitting Rogue."

"Leave that to me." Hawkeye told him. "No one's a better shot than me."

"What part of energy dome aren't you guys understanding?" Tony questioned. "Doesn't matter how good of a shot you are if you can't hit."

"Then what do you suggest we do?" Hawkeye asked.

"Can the energy field be disrupted?" Alexis questioned.

"Yeah, but it would take a massive energy source to cause a disruption big enough." Tony calculated. "I don't think even you could handle making an explosion that big."

"Well we don't really have a lot of options now, do we?" Alexis argued.

"No!" Kurt cried out, grabbing her arm. "The last two times you did that, it nearly killed you."

"And if I don't do it, hundred if not thousands of people will die." Alexis informed him. "Besides, we're running out of time."

"She's right." Tony agreed. "It's our only shot. Hulk, think you can throw her that far?"

"I'll be a hot potato, so you'll have to throw fast." She said.

"No problem." Hulk told her, readying his arm for a punch.

She planted her feet and braced herself, taking the punch without even moving. Because she was prepared, she absorbed every last bit of energy, the glow coming faster than it had in the past.

"One fastball special, extra hot!" Rick shouted.

Hulk then picked her up and threw her as hard as he could at the torch. Alexis got herself ready to punch, connecting with the field just as everything went white. The entire torch shook and the others were blown back several feet. Hawkeye immediately readied his bow, seeing the field go down.

"Tick, tick, boom." he declared, releasing the arrow.

It soared across the sky, connecting with the machine and blowing up. The glow from the machine stopped, a massive shockwave came out from the torch, knocking Rogue, Magneto, and Alexis off of the torch and down towards the ground.

"No!" Kurt and Wolverine both shouted.

Kurt immediately teleported towards Alexis and grabbed her. However, before he teleported away, he found their descent slowly. He looked down and saw a blue vortex below them, seemingly slowing their descent. It set the two of them, Rogue, and Magneto down as gently as possible, coming to a stop to reveal Quicksilver. Wanda then walked over, pausing a moment to look down at Magneto.

"Wanda..." he muttered weakly. "Why?

She bent down next to him, pulling off his helmet.

"Because we do not want a part of your world." she declared.

She then used the helmet to bash him upside the head, knocking him out. She then discarded the helmet, walking over to Kurt and Alexis. Wanda crouched down, sliding out of the long red coat she was wearing and draping it over the unconscious girl. Her hands then glowed red as she placed them on Alexis' chest, pouring her energy into her. Alexis coughed, her eyes fluttering open.

"I'm awake..." she muttered.

Kurt sighed in relief as he held her close. At that time, Hulk leapt down with the non flyers clinging to him and the flyers descending next to him. Hawkeye got off Hulk and walked forward as Quicksilver looked up at him.

"You didn't see that coming." He remarked before grabbing Wanda and speeding off.

Everyone watched them go, then Wolverine carefully picked up Rogue. He pulled off one of her gloves, taking hold of her wrist.

"This better work." he declared, sticking her hand on his own face.

"Logan!" Jean cried out as Rogue's powers began draining Logan of his healing factor.

He pulled back just in time as Rogue inhaled sharply before snapping her eyes open.

"L-Logan…?" Rogue let out weakly.

"How ya doin, Rogue?" Logan greeted in a pained voice, pulling back his cowl. "Heard ya missed me.'

Rogue threw her arms around him, careful to keep her head away from his. He returned the hug in kind, everyone just enjoying the moment.

…

Sometime later, everyone convened in the Avengers Mansion, with Hank attending to Rogue as best he could without touching her. Alexis was once again in borrowed clothing, Kurt and Stealthy keeping close as they watched the news.

" _In the wake of the attempted terrorist attacked by the Mutant Rights Activist known as Magneto, he and several of his group have been arrested by the MRD._ " a reporter announced. " _As the attack was halted by the more peaceful Mutant Rights group known as the X-Men, as well as the Avengers themselves, the White House has elected to delay talks on the Mutant Registration act, pending further investigation into the issue._ "

"Vell, at least some good came out of zhis." Kurt commented.

"Magneto's behind bars, the Brotherhood's all but rounded up, all in all a good day." Rogue declared.

"What about Pietro and Wanda?" Jan asked. "They did help us in the end."

"Not sure." Cap replied. "But I get the feeling we're gonna see them again."

"Maybe when we do, it won't be as enemies." Panther suggested.

Hank eventually finished his work.

"Alright Miss Rogue, you're free to go."

"Thanks, doc." Rogue replied. "You know, we got a Hank of our own back at the X-Mansion. I think you two would get along just fine."

"Maybe one day I can meet him." Hank suggested.

"Maybe." Gambit declared, wrapping an arm around Rogue. "But for now, I'll settle for going home and resting for a week. How about you, _Chere?_ "

"Sounds like heaven, Remy." she replied.

"Then I guess you'll be going then." Tony spoke up.

"It's about time for us to get back to our mansion." Alexis remarked.

"Before you go, I got something for you." Tony told her, pulling out a briefcase and handing it to her.

She took the case and opened it up, seeing a yellow and dark green suit. She pulled it out, looking at it.

"When did you have time to make this?" she asked.

"I don't sleep well after nightmares." He admitted. "Made it the night before, never got a chance to give it to you. JARVIS measured the strength of the blast you did that ruined the garden, and I designed a fabric strong enough to withstand it. I can forward the formula to your wardrobe department later."

Alexis laughed, then ran up and hugged Tony around the stomach.

"Thank you." she told him.

Logan chuckled.

"She's a hugger." He declared. "Why do you think I stopped fighting 'em?"

"She's insistent I'll give you that." Tony remarked.

"So, Logan." Kurt spoke up. "You know zhere's room on zhe Blackbird for one more."

Logan paused for a moment, honestly torn on what to do. As he stood there, Steve approached, putting a hand on his shoulder.

"Sounds like your team needs you, Jimmy."

"What about you guys?" Logan asked.

"We'll manage." Steve insisted. "But them, the X-Men, they're your family, and it seems they want you home."

Logan looked over at the X-Men, and and every one of them giving him an open and warm smile. Even Cyclops was in on it.

"What d'ya say, Logan?" Scott asked. "Try this whole X-Men thing over?"

Logan stood silent before smiling in response.

"Why the hell not." He replied.

"Yes!" Alexis cheered, punching the air. "Welcome back, Wolverine!"

"Thanks kid." Logan replied before turning to Cap. "But Steve, this isn't goodbye. I'll be back."

"Once an Avenger, always an Avenger." Steve responded.

The two gripped arms, then Logan followed the X-Men onto the Blackbird. The entire team of Avengers waved it off as it flew off into the sky, disappearing from sight.

"He sure seemed happy." Clint announced.

"He sure did." Steve agreed, looking up at the departing jet and smiling.

...

In a large governmental prison situated somewhere in upstate New York, Magneto sat in a prison made entirely out of plastic. He had his back to the door, a book in his hand. As he sat there, the door opened, allowing a single person to enter. He sighed, closing his book.

"I didn't expect you so soon, Charles." he remarked.

"That's because it's not him." Alexis' voice spoke up.

Magneto perked up and turned towards the door as Alexis walked in. She had a visitors badge hanging around her neck, and her hands in her pockets as she approached him.

"Alexis." Magneto let out in surprise. "I must say I was not expecting to see you here."

"I'll be honest, I'm not even sure why I came." she admitted. "But, here I am. Maybe it's Great-Grandma Janey trying to influence me, who knows."

"Well then I suppose I owe her for your company." Magneto surmised.

Magneto sighed slightly, looking out one of the transparent walls of his cell to the massive complex around him. Alexis stood there for a moment, then spoke up again.

"You wanna hear a story?" she asked. "Once upon a time, there was a boy. This boy was wronged by a people, and it made the boy angry. It made him hateful. Eventually, and angry, hateful boy grew into a hateful, angry man, one with enough power to make the people who had wronged him pay. He didn't care who got hurt, all he wanted was to make a paradise for the people he deemed to be the perfect race. Do you know who that man was?"

"I have a good guess," Magneto remarked. "But share with me anyway."

"You first." Alexis insisted. "Who do you think that little boy grew up to be?"

"Myself?" He humored her.

Alexis shook her head.

"Adolf Hitler."

Magneto was honestly taken aback by the answer.

"I am nothing like that monster." He insisted. "Hitler was a murderer and a psychopath, who-"

"Murdered innocent people because they didn't fit his vision, or because they stood in his way." Alexis interjected. "Sounds alot like what you've done."

"What I have done is for the good of mutant kind!" He declared defensively.

"And yet because of your actions, people are more afraid of mutants than ever before." Alexis argued. "You think the only way to win is by force, and damn the consequences. You think the world needs to be cleansed of a 'disease'."

She grabbed his wrist, pulling back the sleeve of his shirt to reveal a faded tattoo with several numbers in a line.

"Doesn't that sound familiar?" she asked.

Magneto couldn't respond, he just sat there dumbfounded. Alexis let go of his wrist, then prepared to walk off. She stopped at the door, giving him a final look.

"There is one difference between you and him." Alexis told him. "You still have a chance to make the right choice."

With that, she walked out, leaving Magneto alone with everything he had heard.


	35. Worthy of Remembering

_Chapter 35: Worthy of Remembering_

It was a rare moment of peace in the Avengers mansion. With no major villains to fight, and no huge catastrophe looming around the corner, the heroes had decided to take the night off. Several beer bottle, and sodas for Peter since he wasn't legal drinking age, littered the media room as they all laughed and joked. Thor had even brought out a special brew straight from Asgard, though he only shared it with Steve.

"Hey Point Break, share with the rest of the team." Tony said, lifting his glass as if to ask for some.

"Nay, friend Stark." Thor said with a shake of his head, sliding a small flask into his jacket pocket. "See this, this was aged for a thousand years, in the barrels built from the wreck of Brunhilde's fleet, it's not meant for mortal men."

"Yeesh, don't oversell it or anything." Tony remarked.

"I doubt it's anything special." Clint dismissed. "Just a bunch of fancy words to make it sound all that. Like his hammer's trick that makes it so that only he can lift it."

"Trick?" Hank questioned. "Really?"

"It's gotta be." Clint insisted, gesturing to Mjolnir, which was resting amidst the scattered bottles and other garbage on the table.

"It's much more than a trick, my friend." Thor insisted.

"Yeah, whosoever be he worthy shall haveth the power!" Clint recited, putting on a deep and mocking voice before switching back to normal. "Whatever man."

"If you believe it to be a trick, please, go on ahead." Thor offered.

This got everyone's attention. Drinks were immediately lowered as everyone focused on Clint.

"Oh this is gonna be good." Peter declared.

Knowing he couldn't back down at this point, Clint got up and approached the hammer. He took hold of it and began pulling. As expected, it didn't budge. He tried for a few more seconds before letting out a laugh.

"I still don't know how you do it." he let out.

"It's alright Clint." Tony told him. "We've had a long week, no one will blame you if you can't get it up."

That got a snicker from everyone as Clint shot Tony a sly grin.

"What about you, Stark?" Clint challenged. "You think you're worthy?"

"Never one to shrink from an honest challenge." Tony commented, standing up. "So if I lift it, I get to rule Asgard?"

"Yes, of course." Thor confirmed.

"I shall be fair but firm...ly cruel." he declared, grabbing the hammer.

Once again, the hammer did not budge. He gave it a few pulls, then paused.

"I'll be right back." he announced.

He returned a few minutes later with an Iron Man glove, and a suit piloted by JARVIS. He tried to pull, small rockets in his arms trying to aid them. When that failed, the suit came to try and help. Even so, nothing worked.

" _Sir, it would appear that-_ "

"JARVIS, don't say it." Tony requested, withdrawing from the hammer.

" _-that you are unworthy, sir._ "

"I just said don't say it." He admonished as everyone laughed.

After Tony was done, Hulk gave it a try. He grunted and groaned as he tried to lift it, everyone scooting back as he tried. After a minute, he gave up, growling at Mjolnir.

"Stupid hammer." he snorted.

Rick tried his luck, gripping the wrist strap and even planting a foot on the table. He tried as hard as he could, but ended up losing his grip and falling backwards. He got up, rubbing his head.

"Aw man." he let out. "That sucks."

"Maybe it just needs a woman's touch." Jan suggested.

Rick sidestepped and Jan approached, taking her turn. When it failed to budge, she shrunk down into her Wasp form, giving her wings a chance. Once again, she was met with zero success. As she returned to normal size and plopped back in her seat, Hank took his turn. He shrunk down, getting under the hammer (as it was propped up on some magazines, leaving it at an angle). He tried pushing at it, but just ended up face planting on the table. Peter took a turn next, trying to straight up pull the hammer off the table. When that didn't work, he shot several webs at it, trying to use those to yank the hammer off. He tried with all his might, but nothing worked.

"Oh come on!" Peter let out, ripping the webs off of Mjolnir.

"Maybe it takes another of royal lineage to lift it." T'Challa suggested. "Much like the mantle of the Black Panther."

"Okay, if he lifts it, I'm done." Clint declared.

T'Challa stood, grasping the hammer and giving it a tug. When nothing happened, he let go.

"What, that's it?" Clint asked.

"You expected something more?" T'Challa asked. "It did not move, so I am not worthy."

"Bet Cap can lift it." Rick suggested, turning to Steve.

Steve chuckled and stood up, walking over to try his luck. He gave it a tug and it moved ever so slightly, causing a flicker of concern to cross Thor's face. Jane seemed equally surprised as Steve adjusted his grip to try for another pull. This time, there was no movement, and Steve gave up like the others. Thor seemed to relax as he did.

"Haha, nothing." Thor let out.

Jane laughed as well, then rose to her feet.

"This has been fun and all, but watch a real master do it." she declared.

"Jane," Jan said with a shake of her head, "if we couldn't lift it, what makes you think-?"

Jane lifted it with ease, giving it a toss in her hand before catching it easily. She grinned at all the heroes, who were looking shocked. Thor just laughed, enjoying their expressions immensely.

"Ok… what?" Peter let out.

"You didn't know?" Jane asked playfully. "I've always been able to lift Mjolnir. I can even do this."

She gave it a toss right at Peter, the hammer stopping inches from his face before returning to her hand. Peter practically fell out of his chair. Thor just got up, smiling as he placed a hand on Jane's shoulder.

"It's rigged!" Tony declared. "The handle's imprinted, fingerprint scanner or something."

"That makes sense." Clint agreed. "You probably added Jane's prints after you started becoming serious."

"Exactly." Tony agreed. "Whosoever is carry Thor's fingerprint I believe is the literal translation."

"Well, that's a very interesting theory." Thor commented. "I have a simpler one… you're not worthy."

"Well if that's true, what makes Jane worthy?" Rick asked curiously.

"Yeah, how can she lift the hammer, but we can't?" Jan asked.

Thor chuckled again, but his eyes seemed distant.

"You know, there was a time I asked myself the same question." he recalled.

"Really?" Steve asked. "Why don't you tell us?"

Thor sat back down, Jane joining him and returning Mjolnir. Thor looked at the hammer, and at the inscription written on the side. With a sigh, he began his tale.

"I have told the beast tamer of how I came to be on Earth." He said. "However, I did not go into detail. To make a long story short, I made a mistake. One that threatened to plunge the Nine Realms into war. When Odin found out what I did, he enacted a horrible punishment..."

…

" _I, Odin the Allfather, CAST YOU OUT!"_

 _Thor didn't even have time to react before a bolt of lightning shoved him through the Bifrost. Blinding, multicolored lights surrounded him as Odin, Loki, and Heimdall all vanished from view. As he fell for what felt like an eternity, he tried desperately to call out for Mjolnir, but did not feel the usual pull of its magic. After an unknown amount of time, the Bifrost finally dropped him flat on his face._

 _Grunting in pain from his abrupt fall, Thor struggled to get to his feet. He looked around, but saw nothing but an endless expanse of barren land in every direction. The occasional cactus stood out, but that was it. As he continued his search, he heard a small boom off in the distance. He turned, seeing something fall from the sky several miles away. It was too far away to tell what it was, but he knew that it could be only one thing._

" _Mjolnir..."_

 _With no other choice, he turned in the direction of the fallen object and began his trek._

…

 _Sometime later, Thor arrived at the sight of the crash. It had taken him several hours to get there, and night had fallen by the time he had. Unfortunately, others had beaten him to the sight. They had set up some kind of large structure around the crater, armed guards everywhere. Thor scowled at just how much security he would have to go through to reclaim his lost weapon. Down below him, he laid eyes on a lone man in a suit, speaking into a communication device._

" _Dr Foster is cooperating?" He asked, pausing long enough to get his answer. "Good. She's the lead in her field, and we'll need her help to identify the 0-8-4, as well as assess its origins."_

 _He paused again as the person on the other end gave their feedback._

" _I figured as much." he said. "She can bring Dr. Selvig, as well as her intern. If their presence will make her move amenable, we can extend the invitation to them as well. Just get them here soon. I want to get this thing examined and contained before word gets out."_

 _With that, the man put away his communication device and continued surveying the area. Thor quickly deduced that he had summoned extra help, which would make his mission all the more difficult. If he was going to get his hammer back, he needed to act fast._

…

 _Down below, one of the guards patrolling the area caught sight of movement moving along the outer fence. His eyes narrowed as he reached for his radio._

" _Agent Coulson, we've got something outside the fence, west side." he reported. "I'm moving in to check it out."_

" _10-4, Delaney." Coulson replied. "Proceed with caution."_

 _Delaney moved towards where he saw the movement, just in time for Thor to jump down on top of him. Delaney didn't even have a chance to make a noise, dropping like a rock as Thor took cover. With Delaney down, he moved closer to the tent, keeping low to the ground. Unfortunately, he failed to notice Delaney's radio going off._

" _Delaney, what do you see?" Coulson questioned. "Delaney!"_

 _Fearing the worst, Coulson immediately put out a Code Red to every agent in the complex._

" _Agent down, possible perimeter breach!" he declared. "All units, code red!"_

 _Within seconds, an alarm began blaring and lights began to illuminate the entire area, much to Thor's aggravation. Grabbing the fallen agents jacket and hat, he hoped to slip into the facility undetected. Unfortunately, even with his stolen hat and jacket, he stood out like a sore thumb. Some of the agents moved towards him, pulling out their guns. Thor saw their weapons, instincts taking over as he quickly took cover behind some equipment boxes. Once the shooting stopped for a moment so they could reload, Thor quickly grabbed one of the boxes and hurled it at them, knocking them over. Thor noted how much heavier the boxes appeared to be, realizing just how weak he had become._

" _I have been reduced to the strength of a Midgardian..." he muttered, glancing at the structure keeping him from his hammer. "But not for long."_

 _The guards recovered from their fall, preparing to fire again. Thor didn't give them a chance, yanking the gun out of the hands of one before using it to smack a second away. He then kicked the third one in the head, knocking him out before tossing the gun aside and proceeding forward. He just managed to open the door when a large man blocked his path. A large hand shoved him back, sending him sprawling into the sand. Thor got up, meeting eyes with a man a good foot taller than him, and built like a tank._

" _You're big." Thor declared, getting into a fighting position. "Fought bigger."_

 _The big guy took a swing at Thor, knocking him to the ground. As the big guy approached him though, Thor kicked him in the stomach, but it didn't do much good. The big guy caught his leg, throwing him into a large stack of boxes. Thor grabbed a box and swung it at the guys head, knocking him back slightly._

 _Thor quickly got back to his feet and punched the guy in the face repeatedly, though seemingly to no avail. Finally, the guy just grabbed his fist and began twisting his arm, forcing him to kneel over in pain. Thor grunted, flailing with his free arm and grabbing the agent's leg, yanking him off balance. The agent released Thor's arm as he got to his feet, delivering a solid kick to the man's head._

" _You fought well." he commended. "But you were no match for-"_

 _Suddenly, he was struck hard from the side by a large van, which send him flying several feet before he collapsed on the ground._

…

"Wait, what?" Tony questioned. "What happened?"

"While I revelled in my victory over my oversized foe, I neglected to see Jane's van approaching." Thor clarified. "Not until it hit me, that is."

"You got run over by a van?" Clint let out before bursting into laughter.

"Yeah, that was on me." Jane admitted, rubbing the back of her head. "I mean, if you saw what I saw that night, you probably would have reacted the same way."

…

 _As they drove across the New Mexico desert, Jane Foster, Erik Selvig, and Darcy Lewis were in the midst of a rather heated conversation._

" _Erik, you don't get it." Jane insisted. "SHIELD is providing us with our first real lead to trans dimensional travel in years. We'd be absolute fools to pass it up."_

" _We'd be fools to trust SHIELD." Erik countered. "These people have a knack for taking something amazing and twisting it into something dangerous and terrifying."_

" _All the more reason for us to get involved." Jane argued. "We can prevent them from turning whatever this 0-8-4 is into a weapon."_

" _Uh, what is an 0-8-4 anyway?" Darcy questioned, raising a hand._

" _An unknown object of unknown origin and purpose." Erik clarified._

" _So it's a fancy way of saying 'we have no idea what this is'?" Darcy guessed._

" _Basically, yes." Jane answered._

" _But someone out there does." Darcy argued._

" _Most likely." Jane admitted. "After all, it had to come from somewhere."_

" _We're here." Erik announced, pointing forward._

 _The van reached the gates of the complex, surprised to see all the lights on and sirens blaring. Jane pulled through, looking around curiously._

" _What is going-?"_

 _All of a sudden, two very large men (Thor and the oversized Agent) came out of nowhere, wrestling with one another. Without even thinking, Jane slammed her foot on the gas, shooting forward. Thor had just straightened up from his fight when the van slammed into him. The occupants of the van froze for several seconds, then scrambled to get out._

" _If that was one of those SHIELD guys, I don't know you." Darcy declared._

 _Jane rolled her eyes as she ran out towards the man she hit. As she reached him, she rolled him onto his back, momentarily stunned by how unnaturally gorgeous he was. Shaking her head to clear her thoughts, she quickly checked for a pulse, sighing when she found one._

" _Thank God." she said in relief. "He's alive."_

 _Groaning, Thor slowly pulled himself up off the ground and started moving towards the facility. Erik quickly got in his way._

" _Easy son, you just got hit by a van." He insisted, putting a hand on Thor's chest. "I think it would be best if you-"_

" _I need my hammer." Thor let out._

" _You need a doctor." Erik insisted, giving both Darcy and Jane clear motions to get away. "You hit your head pretty hard."_

 _Thor grabbed Erik by the front of his shirt. Jane gasped, and Darcy reached into her jacket._

" _Unhand me!" Thor demanded._

" _Ease off, pal!" Darcy insisted, pulling out a taser and aiming it right at Thor's chest._

 _Thor looked at the weapon, dropping Erik and turning to her. With a yelp, Darcy fired, the pins hitting Thor right in the chest. He shuddered for several seconds before dropping to the ground, out like a light. Jane and Erik looked at him, then up at Darcy._

" _If anyone asks, that was self defense." she declared._

…

By this point, each of the Avengers were doubled over in laughter.

"Banished, depowered, run over, and tazed?" Clint listed off. "Man, that must have been rough."

"It was… not my best night, to be sure." Thor admitted.

"Trust me, it was no picnic for me either." Jane spoke up. "Though Darcy did get commended for her quick thinking."

"So what happened after that?" Peter asked. "SHIELD couldn't have been happy about you breaking in."

"They weren't." Thor confirmed. "But someone did speak on my behalf."

…

 _Thor slowly came to, his head fuzzy and his entire body felt like it was made of lead. Voices in the background were slowly becoming clearer, giving him something to focus on._

" _...did he know it was a hammer?"_

 _Thor blinked, seeing three people standing over him. One was the agent, the other the woman who had tazed him, and finally the third woman who had tried to help him._

" _Yeah, this place is like, uber classified, so unless one of your guys spilled the beans, there's no way he could have known." Darcy pointed out._

" _He is a security risk to this entire operation, one that assaulted several of my men." Coulson argued._

" _He clearly has a connection to this thing," Jane observed. "and he's shown what he's willing to do to get to it._

" _It's that willingness that's worrying me." Coulson argued._

" _Look, you brought me onto this because of my expertise on the subject." Jane argued. "So let me do my job my way, alright?"_

" _Besides, I've got my taser on standby if he tries anything." Darcy promised, holding up the aforementioned weapon._

" _Yeah, probably best to refrain from using that in the future." Erik commented._

 _Coulson looked among the three, then his eyes drifted to Thor._

" _Well, it seems our intruder has finally regained consciousness." he pointed out._

 _Realizing he'd been made, Thor immediately tried to get up. Unfortunately, he immediately found himself stopped by several straps and leather cuffs keeping him strapped to a gurney._

" _Impossible." Thor let out, trying to free himself._

 _Darcy brandished her taser, an action that immediately caught Thor's attention._

" _Easy there." Darcy insisted. "I will use this."_

 _Thor finally ceased his actions as Jane walked forward._

" _Who are you?" she asked._

" _I am Thor, son of Odin." He answered._

 _There was a moment of silence._

" _Just how hard did you hit him, Jane?" Darcy questioned._

 _Jane ignored her._

" _Well… Thor..." she began. "Where did you come from? And why are you after the ah… the hammer?"_

" _The hammer is mine by right." Thor answered. "It was cast into this realm by my father, along with myself. I merely came to reclaim what is mine."_

" _So… you broke into a top secret government installation… for a piece of hardware?" Darcy questioned._

" _Mjolnir is no mere tool." Thor corrected. "It is so powerful that only those it deemed worthy can even lift it."_

" _That would explain why none of my team could extract it from the crater." Coulson mused._

" _And you're saying you can." Erik pieced together._

" _Of course I can." Thor answered._

" _Alright." Jane decided. "We'll lead you to your hammer. But in exchange, you have to tell me more about how you got here, and where you came from. Deal?"_

" _Deal." Thor agreed. "Now, will someone release me from these confines?!"_

" _What's the magic word?" Darcy teased._

" _Now!" Thor snapped._

" _Easy, big guy." Coulson replied. "These three are the only reason I'm not throwing you in the deepest cell on The Raft, so it would be beneficial to you if you showed them some respect."_

 _Thor sighed in annoyance, but relented._

" _Fine." Thor replied. "Would you 'please' release me from these confines?"_

 _Jane smiled, then did just that._

…

 _The agents were on high alert as Jane's trio and Thor entered the crater. Right in the center, surrounded by archaic symbols burned into the ground, was Mjolnir. He couldn't help but smile as he gazed upon his his beloved weapon. Lightning danced along the surface, as if sensing his arrival._

" _Finally." he let out, walking towards it._

 _He wrapped his hand around the hilt of the hammer, hoping to lift it. To his shock, and growing horror, it didn't budge._

" _What?" He let out, pulling it again to no avail. "How! Can this be!"_

 _He gripped the handle with both hands and pulled as hard as he could, but it still didn't make a move. After a moment, Jane came over, taking his hand._

" _Stop." she insisted. "You're going to hurt yourself. It's not moving."_

" _But… it must!" Thor insisted._

 _Jane shook her head, gently pulling his hands from Mjolnir. As she did, Thor noticed energy from the hammer growing more abundant as she grew closer._

" _It responds… to you?" Thor observed._

" _Me?" Jane questioned._

 _Thor stepped back._

" _Try and lift it." he insisted, praying to the Allfathers that his suspicions were not true._

 _Jane faced him, then looked down at the hammer. Slowly and tentatively, she reached down and grasped the handle. Everyone gasped when she straightened up, lifting the hammer as if it were nothing._

" _How…?" Thor let out._

" _It's not even heavy…" Jane shared, examining it. "Beautiful craftsmanship though"  
_ " _It was forged in the heart of a dying star." Thor explained.  
_ " _You're kidding." Jane let out before turning to Erik. "Erik, come look at this!"  
Erik walked up as she handed him the hammer to him. As he took hold of it and she let go though, he immediately fell over with it.  
_" _Erik!" Jane cried out.  
She and Thor helped him up as Jane took hold of the hammer again.  
_" _Are you okay?" she asked. "I swear, it's not heavy. I don't know why that happened."  
_ " _Jane, that thing weighs a ton." Erik insisted, rotating his wrist to make sure he didn't hurt it. "I'm lucky it didn't land on my foot."  
_ " _Before, only I could lift the hammer." Thor shared.  
_ " _But... now you can't." Jane added.  
_ " _You don't look like you skipped arm day," Darcy remarked, making a big show of feeling his large-sized biceps, "so what gives?"  
_ " _I have no idea." Thor admitted.  
Jane looked at the hammer again, then paused when she spotted a series of small carvings engraved in the side of the hammer. She turned it so she could get a better look, squinting at it.  
_" _Hang on…" She spoke up. "There's something written on the side."  
Thor took a look at the side Jane pointed out and saw the inscription she was talking about._

" _That was not there before." he insisted.  
_ " _What's it say?" Darcy asked._

" _I don't know." Jane answered. "I think they're some sort of ancient text. Nothing I've ever seen before."_

 _Thor read over the inscription silently, his eyes widening upon realizing exactly what it said. Coulson noticed his change in expression almost immediately._

" _You know what it says, don't you?" He asked, though his tone indicated he already knew the answer._

 _Thor sighed before responding._

" _I do." Thor confirmed. " it reads 'whosoever holds this hammer, if they be worthy... shall possess the power of Thor'."_

 _All eyes then fell on him._

" _So… You really are the God of Thunder?" Erik asked.  
_ " _Aye." Thor confirmed. "Or at least…. I used to be."_

" _Jane, you're totally the new Thor!" Darcy cheered._

" _What?!" Jane let out. "No! I'm a scientist! Not some norse… warrior… you know!"_

" _Mjolnir deems you worthy." Thor told her. "That is a high honor."_

" _Myeh-myeh?" Darcy repeated, albeit horribly._

" _The legendary hammer of Thor." Erik explained, still trying to wrap his head around this whole situation. "This is absolutely insane. How is any of this possible?"  
_ " _Dr Selvig, there are many things that are hard to explain, and even harder to believe." Coulson shared. "However, one thing is certain, if what Dr. Foster is holding is truly enchanted so only those worthy can wield it then I think it's safe to say we have nothing to fear from it."  
_ " _So what?" Jane asked, still freaking out somewhat. "I'm just supposed to lug this thing around for the rest of my life?"  
_ " _Study it, learn where it came from and how it works." Coulson suggested. "We will be receiving a copy of your findings for security reasons obviously."_

 _He then turned to Thor, gesturing to several other agents.  
_ " _And, of course, we'll be taking the 'God of Thunder' into custody." He finished.  
That snapped Jane out of her funk. She began sputtering somewhat as the agents grabbed Thor, cuffing his hands behind his back. Thor let them, seeing no point in resisting._

" _Wait, why are you taking him into custody?" Jane questioned. "He was just trying to get back something that belonged to him!"  
_ " _He also destroyed government property, assaulted several of my officers, to name a few crimes he's committed." Coulson listed off.  
The agents made to remove Thor from the room, but Jane quickly got in the way.  
_" _Wait!" She insisted. "You can't take him! I need him!"  
Thor perked up in surprise upon hearing that.  
_" _For what?" Coulson asked.  
_ " _He's the only person who knows anything about this hammer." Jane rationalized, holding up Mjolnir for emphasis. "He can help me figure out how it works, and help me make sure I don't accidentally hurt anyone with it. If this really is the hammer of the Norse God of Thunder, then I want to have the former owner there to walk me through wielding it."  
Coulson paused for a moment, considering Jane's points._

" _You make a good point." He conceded. "Fine, he'll stay as a consultant."  
Jane smiled as the agents released Thor.  
_" _However, he'll be your responsibility, so keep him out of trouble." Coulson insisted.  
_ " _Of course." Jane promised.  
_ …

"So Thor started out… as your pet?" Clint remarked.

The imagery had everyone giggling into their drinks, even Jane and Thor themselves.

"I suppose that's one way to put it." Jane admitted, covering her mouth to try and stifle the giggles. "Honestly, I felt bad for him. I could tell he was hurting. I mean, he'd just lost his source of power, and nearly lost his freedom. He had nowhere to go, and frankly, I was scared that if he left, I'd end up frying half of New Mexico."

"I have to admit, I was surprised by her willingness to take me in." Thor shared. "Though I still retained a little bitterness that a mortal was worthy of wielding Mjolnir instead of I. So my gratitude was somewhat forced."

... _  
Jane's team got loaded up into her van, driving out of the SHIELD sight. Thor sat in the passenger seat, Mjolnir at his feet. Darcy sat behind him with Erik, no one saying a word. Thor glanced down at his hammer, then at the faint red marks around his wrists from the cuffs. Though his heart was still aching from his loss, he knew it would be rude not to say something in gratitude for his freedom.  
_ " _It seems I owe you my thanks." He said begrudgingly.  
_ " _Well…" Jane replied sheepishly, adjusting her grip on the wheel. "I kinda owed you for running you over… and for Darcy tasing you, so…"  
She let out an awkward cough, cutting herself off. Thor turned to her._

" _So what now?" He asked._

 _Suddenly, his stomach let out a loud growl, reminding him that he hadn't eaten in some time. Darcy kinda chuckled at the loud noise.  
_ " _We could go get some breakfast." She suggested. "The local diner should be open."_

" _I think we have enough set aside for a diner trip." Jane answered. "What do you think, Erik?"  
_ " _Yeah, I suppose so." Erik agreed. "However, before we go, we need to lay down some ground rules."  
_ " _What kind of ground rules?" Thor asked.  
_ " _First off, no fighting whatsoever." Erik told him.  
_ " _And what if someone should try to attack us?" Thor asked.  
Darcy let out a snort._

" _In Puente Antiguo?" she let out. "Fat chance of that. We're so far out in the middle of nowhere that we're lucky to get wifi."  
_ " _Fine." Thor gave in. "What else?"  
_ " _No talking about the government site, or about anything that happened prior to this moment." Erik went on. "We could all get in trouble should word get out. Understood?"  
_ " _Indeed." Thor agreed.  
_ " _Lastly, you'll need a new name." Darcy added. "Thor, while cool, does not sound like a real name."  
_ " _Then what passes for a "real name" on Midgard?" he asked, glancing back at her.  
Darcy paused, caught off guard by the question.  
_" _You know…" she answered hesitantly, "a normal name. Like 'Donald' or 'Blake'."  
_ " _Donald Blake..." Thor mulled over. "I suppose it will do."  
_ " _Donald Blake…" Jane repeated, rolling the name on her tongue. "It's not bad. Pull your hair back, and I could see you as a Donald."  
Darcy almost immediately reached into her purse, grabbing a brush and a hairband. She leaned forward expectantly, but Thor swatted her hand aside.  
_" _I maybe in your charge, but my hair is not to be messed with!" Thor insisted.  
_ " _Oh come on." Darcy replied. "You want to look like a mess in front of a diner full of people?"  
_ " _Thor, she's just trying to make it look neater." Jane admonished. "It's not like she's cutting it or anything."  
_ " _... fine." Thor relented.  
Darcy began brushing his hair, then pulled it back in a low ponytail. Once she was done, she sat back in her seat, stowing her brush and smiling.  
_" _Perfection." she announced, even going as far as to kiss the tips of her fingers and splaying them out dramatically. "See what you think."  
Thor looked in the rearview mirror to take a look. It certainly did look better, and he no longer looked as rough as he had before.  
_" _Not bad." Thor admitted.  
Jane stole a glance, hiding a small smile as she planted her eyes firmly on the road.  
_" _Not bad at all." she said quietly.  
..._

 _At the diner, Thor was eating ravenously, decimating a large omelet in front of him, as well as a stack of pancakes. The others ate their meals, albeit with a bit less gusto. Jane watched him, an amused smile gracing her face.  
_ " _Well, if you're not the god of thunder, you're at least the god of empty stomachs." she quipped.  
_ " _You act as if you haven't eaten in days. Erik remarked. "You sure you're okay, son?"  
_ " _Fine, I assure you." Thor told them. "I'm used to larger meals."  
_ " _Well, I'm afraid large meals are a rarity with us." Jane lamented. "We live off boxed noodles, instant coffee, and so many different types of sandwiches."  
_ " _Why is that?" Thor asked.  
_ " _Well, our research isn't well known, or well respected." she explained. "Transdimensional physics, the Einstein Rosenbridge, it's all theoretical stuff with little to no proof. We got lucky getting a lab out here, and the grant money barely covers expenses."  
_ " _Our intern isn't even from the science department." Erik snorted.  
_ " _Political science." Darcy argued.  
_ " _She was the... only applicant." Jane shared.  
_ " _I see." Thor observed.  
_ " _Still, we make it work." Jane insisted. "After all, nothing worth having comes easy. It takes hard work and dedication to get anywhere. I'm sure it's the same wherever you're from."  
Thor said nothing in response, instead his mind wandered back to the lessons of responsibility and duty his father tried to instill in him over the years. He paid them little mind then, but now, he was beginning to understand why Jane had been deemed worthy over him._

 _Determined to pull his mind from those dark thoughts, Thor took a swig of coffee. He instantly found himself enjoying the beverage, downing the contents in a single gulp.  
_ " _This drink, I like it.' he declared, lifting the mug over his head. "Another!"  
He then shattered the mug on the ground, an action that had the entire diner staring. Erik, Darcy, and Jane all jumped at the sound, glaring at Thor.  
_" _Dude! Not cool!" Darcy chastised.  
_ " _Sorry everyone!" Jane apologized as a waitress came over to clean up the mess.  
Once the mess was cleaned up, Jane turned to Thor.  
_" _What were you thinking?" she hissed.  
_ " _It was delicious, I wanted another." Thor explained.  
_ " _Then just ask." Jane insisted. "Don't throw stuff, okay?"  
_ " _I meant no disrespect." Thor insisted.  
_ " _I get that, just…" Jane began, sighing slightly, "Just no more smashing things. Okay?"  
_ " _You have my word." Thor promised.  
_ …

"Dude, I'm surprised nobody pegged you for an alien." Peter commented. "You stood out like a sore thumb."

"So it seems." Thor agreed. "Thankfully, they kept me away from the rest of the town until my 'people skills' were a bit more refined."

"For the prince of a land of gods, he had no idea how to act around normal people." Jane recalled. "Thankfully for everyone, he was a fast learner."

"So what was it like?" Jan asked. "Living with Jane in the beginning? Did you start training her to weild your hammer immediately?"

"Well… not exactly." Jane replied.

...

 _After breakfast, they returned to the lab, and Jane dropping Mjolnir on a lab table.  
_ " _Okay, I need full spectrum analysis on this thing." Se began, slipping out of her outdoor coat and grabbing a well worn lab coat. "Darcy, where's that file Coulson gave us on the thermal readings?"  
_ " _Here." Darcy replied, handing her the file. "but, why not just ask Thor about it? Isn't that kinda why he's here?"  
_ " _Because I need hard copies to compare them to." Jane answered. "Besides, Thor's had a rough day, and I figure he could use some rest."  
She turned to Thor as she said that, giving him a smile.  
_" _The sleeping quarters are on the second floor." she explained. "The couch folds out into a bed, so you can sleep there. We'll figure out a more permanent solution once the time comes."  
_ " _Thank you." Thor replied, heading upstairs._

 _Once he got upstairs, he managed to fold out the bed in the couch and layed down on it. It creaked loudly, and was by far the most uncomfortable surface he had ever had the displeasure of experiencing. He let out a groan, glancing up at the roof._

" _I hope this is not a long term situation." He  
_ …

 _A few weeks later, Thor, or "Donald Blake" as the town knew him, had settled in quite nicely. He's integrated well into Jane's team, doing what he could to help her with her research. As more time passed, he found himself enamoured by her passion and desire for knowledge, and was more than willing to offer what he knew._

 _One day, after a training session with Jane on how to wield Mjolnir, Thor was sitting on the roof of the lab, looking up at the stars. Jane let him be, walking down into the lab with Mjolnir on her arm. She set the hammer down and prepared to log her results when Darcy came sauntering over.  
_ " _So, what do you think?" she asked._

" _Thor said my technique is getting better." Jane answered, not looking up from her work. "Even so, we've got a lot of work ahead of us before I'm ready to move on to summoning storms and stuff like that."  
_ " _I meant about Thor." Darcy clarified._

 _Jane sputtered at that, her thoughts derailing.  
_ " _Huh?" she let out. "What? What do you mean?"  
_ " _Oh come on. you've been eying him from day one." Darcy pointed out. "Not that I blame you. He is pretty hot."  
_ " _Darcy, it's not like that." Jane insisted. "I mean, he's great to have around, but he's hopeless when it comes to the real world. I'll admit he's learning quickly, but he's still a complete mess."  
_ " _A hot mess." Darcy quipped.  
_ " _DARCY!" Jane exclaimed.  
_ " _Tell me I'm wrong." Darcy challen  
_ " _You…" she stammered, blushing furiously. "Look, I'm not gonna fall head over heels for some guy who doesn't even know how to ask for more coffee."  
_ " _Well, you did just say he's getting better, so you won't have that problem for much longer." Darcy pointed out.  
_ " _Just... just…"  
Jane let out a growl of frustration before gathering her stuff and walking out of the lab. Darcy watched her go, a knowing expression on her face.  
_" _She's into him." she grinned.  
_ …

"Me thinks she doth protest too much." Tony jeered.

"Hey, cut me some slack." Jane insisted, her face turning red. "I was focused on my work at the time, and I didn't think he wanted anything to do with me."

"And now you two are in bed together on a nightly basis." Clint remarked.

"Clint!" Hank let out.

"What?" Clint replied. "It's not like the X-Men's little visit didn't clue us in enough."

"Dude, what did I miss that night?" Peter questioned.

"You're better off not knowing kid." Cap told him.

"Anyhow." Rick interjected. "When did you two realize you were in love with one another?"

"During one of Jane's training sessions." Thor answered. "The day I was to teach her how to command thunder itself."

 _...  
Thor and Jane stood outside, the latter looking at Mjolnir in her hand, she lifted it into the air, cringing as she waited for something to happen. When everything remained quiet, she cracked open an eye before lowering the hammer.  
_" _How does this even work?" she wondered.  
_ " _This isn't something you can master immediately." Thor told her. "It takes time and discipline."_

" _Then how did you do it?" Jane quipped before covering her mouth, realizing how insensitive the comment sounded. "S-sorry, I didn't-"_

" _It is alright." Thor cut off. "I admit, I wasn't the most controlled when I held the power. Perhaps that is why Mjolnir spurned me, and chose you instead."_

" _But I'm nothing special." Jane insisted. "I'm just a scientist."_

" _You took in a disgraced prince when others would've had me thrown in a cell somewhere." Thor reminded. "You've dedicated your life to pursuing science, even when others called it follie. You have continued to face hardships, and yet, they have not dampened your spirit nor darkened your heart. That, to me, is special."_

 _Jane seemed surprised, and genuinely flattered by the praise._

" _You really think so?" she asked, blushing slightly as she fiddled with her ponytail.  
_ " _I do." Thor confirmed._

 _They stood there for a moment, just smiling at one another. Before things could get awkward, Thor let out a cough, returning to business._

" _Now then," Thor spoke up. "When it comes to summoning storms, first thing you must do is center yourself."  
Jane did so, but her stance was way off. _

" _Not exactly." Thor told her._

 _He moved in behind her, gently adjusting her until she was in the correct position. This allowed him to get rather close and somewhat intimate, something that made Jane tense for a few seconds. Thor felt her stiffen and paused, worried he had done something wrong.  
_ " _Sorry," he apologized, "am I-"  
_ " _It's fine, I-" she stammered, "I just felt a chill. That's all."  
It was summer...  
In New Mexico...  
_" _Well…" Thor let out, returning to the task at hand. "A proper stance can be key for this sort of thing. May I?"  
Jane nodded and Thor helped her get into position. She was blushing bright red by the end, but was thankfully able to somewhat control herself before Thor moved back into her line of sight.  
_" _Now, raise Mjolnir into the sky and focus on what you want it to do." Thor instructed. "The hammer will do the rest."  
Taking a deep breath, she did as she was told. Clouds immediately began to gather, darkening the sky. Thor smiled at that, his eyes on the sky and the swirling clouds.  
_" _You've got it." Thor told her. "Keep it up!"  
Jane continued doing what she was doing as thunder began to rumble above them. Then, a single drop of water fell on Thor's nose. This was soon followed by several more drops as a small, localized downpour began to fall. The two were quickly becoming drenched, but neither of them seemed to mind. In fact, Jane just began laughing happily.  
_" _It's raining!" she cheered. "I made it rain!  
Lightning then struck Mjolnir and Jane dropped it in shock, grabbing Thor in fright. He let out a small chuckle at her response, wrapping his arms around her as if on instinct.  
_" _Looks like you threw your first lightning bolt as well." Thor noted.  
_ " _Uh... yeah." she let out. "Guess I got a bit excited…"  
She still held onto Thor, and he onto her. Neither of them seemed to want to let go. Instead, they slowly began to meet each other's eyes.  
_" _You... should be proud." Thor barely let out.  
They remained there for several minutes, then Jane spoke up again.  
_" _Are you…?" she began. "Are you mad that… that I can do stuff like that? Stuff you used to do?"  
_ " _I admit I do miss it." Thor told her. "But if it had to go to someone… I can think of none better than you."  
The rain continued to fall around them as Jane gave a small smile.  
_" _Thanks... Thor." Jane replied as their eyelids began to droop.  
_ " _Ahem!"  
The two snapped out of their little tranced and turned towards Darcy, who was standing in the doorway of the lab with an umbrella open over her head.  
_" _Coulson's here." She announced. "He wants an update on our research."  
_ " _Uh... great!" Jane quickly replied, immediately backing off Thor as the rain came to a sudden stop. "I'll be right there."  
She grabbed Mjolnir and rushed inside, maneuvering past Darcy. The intern shook out her umbrella before closing it and facing Thor with a knowing smirk.  
_" _You two seemed cozy." she noted.  
Thor: I was just helping her understand Mjolnir's power  
_" _Sure you were," Darcy replied coyly. "Dude, have you ever had a girlfriend before? Do they even have girlfriends is Ass-burg?"  
_ " _Asgard." Thor corrected. "And yes, we have girlfriends there."  
_ " _But did you?" Darcy challenged._

" _Well… no." Thor admitted. "The closest I came was an enchantress named Amora, though I believe the appropriate term for her would be 'stalker'."_

" _That explains it." Darcy declared, patting him on the back. "Tell me something. Do you like Jane?"  
_ " _Well of course I do." Thor insisted.  
_ " _I mean as more than just a friend." Darcy clarified, pinching the bridge of her nose before continuing. "You've been here what, a few weeks? I've seen the way you look at her. You want her."  
_ " _I... suppose I do." Thor realized. "She's been more than kind to me since I came here."  
_ " _Dude, you let her play with your hair." Darcy pointed out. "I come near you with a brush and you look ready to start a war. You drape blankets over her when she falls asleep at her desk, and don't even get me started on the corrections to her notes you've been doing."  
_ " _I... want to make sure her information is accurate." Thor defended.  
_ " _Why?" Darcy asked.  
_ " _Because she is doing important work for the son of Coul and I'd hate for him to think less of her if something was out of place." Thor explained.  
_ " _Again I ask, why?" Darcy pressed. "Why do you care so much?"  
_ " _Well…" Thor tried to answer. "I…"  
_ " _it's because you like her, pure and simple." Darcy interjected. "And dare I say the feeling's mutual. So if I were you, I'd take her out somewhere nice, tell her how pretty she is, and finally freaking kiss her!"  
_ " _Perhaps…" Thor admitted. "How would I suggest going about it?"  
_ " _I'm afraid you're on your own for that one" Darcy told him, patting him on the back. "Good luck."  
She then walked back inside, leaving Thor alone to contemplate all he had been told.  
_…

"It would seem that this 'Darcy' character is fairly observant about these things." T'Challa noted.

"I have to agree." Jane nodded. "I am both eagered and nervous to see what she'll do once she gets her Political Science degree and enters the governmental work force."

"One thing I'm wondering is how you managed to win Mjolnir back." Rick spoke up. "It couldn't have been easy."

"It most certainly was not." Thor agreed. "And it nearly cost me everything."

 _...  
The next day, Jane came in from the store, her arms laden with grocery bags full of canned goods and boxed foods.  
_" _I got more poptarts." she announced, dropping one of the boxes in front of Thor. "You like the cherry ones, right Thor?"  
_ " _Yes, thank you." he replied._

" _You can thank me by not eating an entire box in one sitting." she quipped. "That should last you a week, got it?"  
_ " _I understand." Thor promised._

 _As Jane began putting away the rest of the food, Thor steeled himself and turned towards her.  
_ " _Jane?" he called out.  
_ " _Yeah Thor?" she replied, placing the last of the food in a cabinet before shutting the door. "What is it?"  
_ " _I... I was wondering...  
Before he could finish, there was a knocking at the door. Thor and Jane turned to see Lady Sif and the warriors three standing on the other side of the glass door, smiling and waving eagerly at the pair.  
_" _Thor!" Volstagg called out.  
_ " _We found you!" Fandral cheered.  
Thor was in delighted disbelief at the sight of his Asgardian friends.  
_" _My friends!" He let out, rushing to the door and opening it.  
The four of them entered, dropping their weapons in the entryway and embracing Thor happily. They slapped each others backs, laughing merrily the entire time as Jane just stared.  
_" _It is good to see you again, Thor." Sif told him. "We were worried about you.  
_ " _As you can see, I am well." Thor told them. "Even so, it is good to see you all once more."  
Volstagg glanced around the place, clearly surprised by the somewhat drab surroundings.  
_" _This tiny hovel is where you have been living?" he asked. "Had we known, we would have come sooner."_

" _Hey, this 'tiny hovel' happens to be my home." Jane snapped._

 _The four turned towards her as if noticing her for the first time._

" _Who is this?" Hogun asked, pointing at Jane._

" _My friends, this is Jane Foster." Thor introduced. "She has been my host since my banishment, and has become a dear friend of mine."_

" _Pleasure to meet you." Jane greeted, giving a small, awkward wave._

" _Jane, this is Lady Sif and the Warriors Three." Thor went on. "We have shared many battles in the past alongside my brother, Loki."_

" _Speaking of," Sif spoke up. "It is because of him we are here."_

" _What are you talking about?" Thor asked._

" _After your banishment, Odin was beset with grief." Fandral began. "As such, he fell into the Odinsleep, and Loki seized the throne in his absence."_

" _There is more." Hogun went on. "Loki is not of Asgard as we believed."_

" _What?!" Thor let out. "Are you sure?"_

" _We heard him communing with Laufey, the King of the Frost Giants." Sif told him. "Loki declared himself a lost relic of Jotunheim, a Frost Giant child stolen by Odin after the Great War."_

" _He is Laufeyson, not Odinson." Volstagg concluded._

 _Thor stumbled back, reeling from the news. He took a seat in a nearby chair, Jane going over to him and taking his hand._

" _Are you okay?" she asked._

" _My brother… a frost giant..." he whispered. "And all our lives, I spoke of nothing but slaughtering them all..."_

" _Thor, Loki plans to unleash the Frost Giants into the Heart of Asgard." Sif informed him. "He must be stopped. We need you to return with us so we can prevent this travesty!"_

" _I'd like to, but…" Thor replied, pausing momentarily. "I cannot return with you."_

" _If this is about your banishment, the Allfather will understand your return if the fate of the Nine Realms hang in the balance." Fandral reassured._

" _It's not that." Thor told them. "Mjolnir… has found another."_

 _That threw the four heroes for a loop. Figuring there was no better way to describe it, Jane held out her hand as Thor used to. Mjolnir flew across the lab and into her hand, much to the shock of the heroes._

" _Thor is… no longer worthy of Mjolnir's power." Jane told them, squeezing Thor's hand as she said it._

 _Before any of them could even begin to question what was going on, there was a loud crash on the outskirts of town._

" _What was that?" Jane questioned._

…

 _At the edge of town, a large, imposing figure that was fifteen feet tall and made entirely out of an unknown metal appeared in a blinding flash of multicolored light. It rose from a kneeling position, facing out towards Puente Antiguo. Slowly, it began marching into town, immediately catching the attention of the SHIELD agents posted there. Coulson looked out at the giant machine as one of his men turned to him._

" _Think it could be one of Starks?" The agent asked._

" _I don't know." Coulson replied. "That guy never tells me anything."_

 _Coulson then took out a megaphone and walked towards the metal giant._

" _You are utilizing unregistered weapons technology." Coulson announced. "Identify yourself!"_

 _The giant suit turned to Coulson as if scanning him. The slats on its face then began to lower as a bright light began to build inside of it. Realizing what was about to happen, Coulson quickly backed up._

" _Take cover!" he ordered._

 _The second he said this, a powerful blast of heat shot forth from the suit's face, decimating a car and leaving deep scorch marks in the ground. The agents began falling back as the suit shot out a second blast, destroying another car as well._

…

 _Back at the lab, the group looked out the window to see the towering figure coming closer._

" _Odin's Beard..." Thor let out. "The Destroyer."_

" _The what?" Jane replied._

" _The Destroyer." Thor repeated. "A sentinel from Asgard that usually stands guard over Odin's treasure chamber."_

" _Loki must have learned of our attempt to retrieve you and sent the Destroyer to stop us." Sif rationalized._

" _And it will decimate anything in its way to accomplish that mission." Thor dreaded._

" _The town..." Jane realized. "We have to evacuate the town!"_

" _Thor, you will fight with us, right?" Volstagg assumed._

" _My friends, I am merely a man." Thor told them. "I will only slow you down, or worse, get one of you killed. But I can help these people get to safety."_

" _Aye." Hogun agreed. "The mortals are innocent. We must protect them."_

" _Get the people to safety." Sif told him. "We'll handle the Destroyer."_

 _With that, the group split up, Thor and Jane running off to begin evacuations while Sif and the Warriors Three went to face the Destroyer._

…

"Whoa, whoa, whoa." Peter interjected. "Jane, you had Mjolnir. You should have been helping fight the Destroyer."

"I had only been training with it for a few weeks, Peter." Jane pointed out. "I was nowhere near experienced enough to handle such a deadly threat. Much like Thor, I would have just gotten in the way."

"Ok, fair enough." Peter relented. "So, what happened next?"

"The Destroyer was a mighty foe, one designed never to falture." Thor went on. "Unfortunately, even the might of my friends proved of little use against its destructive power."

…

 _The Destroyer made its way into the town, leaving several small fires and overturned cars in its wake. Walking towards it as opposed to running away in terror like everyone else, were Lady Sif and the Warriors Three. They marched down the street right at the behemoth, determined to be its downfall._

" _Keep it distracted." Sif instructed._

 _The three nodded as Sif went off to get in position. Volstagg jogged up to the Destroyer, throwing his axe at it. The axe embedded itself into the Destroyers chest, but it did little to slow it down. The Destroyer just pulled the axe out and tossed it aside, then opened up its face to blast Volstagg. He quickly moved out of the way as the blast hit a nearby building, blowing it up in a massive explosion._

 _Fandral and Hogun moved in next, drawing sword and spiced mace respectively, and struck the towering sentry. Their strikes did little more than scratch its hide, allowing the Destroyer to pick up Hogun and toss him aside as he blasted at Fandral. Fandral managed to avoid the blast, but the shockwave knocked him into the windshield of a car. Fandral slowly regained his senses as the Destroyer stood over him with its faceplace folding back, ready to fire at him._

 _Before the Destroyer could blast him though, Lady Sif jumped down and stabbed her sword into the back of its neck, impaling it. Fandral chuckled at the last minute save as Sif panted in relief. However, the Destroyer's body began to shift, turning itself around to it was facing her. The Destroyer then fired a blast at her, forcing her to leap off the suit before the blast hit her. The Destroyer then melted the blade into itself before standing right up._

" _Odin's Beard..." she let out, realizing just how difficult this task would be._

…

 _Thor meanwhile, was helping Jane, Erik, and Darcy evacuate the civilians to the outskirts of the town. Thor looked back and saw that Sif and the Warriors Three were being beaten soundly by the Destroyer, coming far too close to losing their lives. His hand flexed, wishing he could feel the pull of Mjolnir. However, the hammer remained hanging on Jane's belt, unmoving as she kept up the evacuation efforts. Seeing that the situation might be too perilous for everyone, Thor walked towards the Destroyer. Jane noticed, a wave of panic washing over her._

" _Thor, what are you doing?" she questioned. "Thor!"_

 _Thor stopped for a moment, turning back towards her._

" _I'm sorry, but this is the only way." He replied before walking forward again._

 _The Destroyer seemed to turn to him. As Thor met its gaze, he could almost feel Loki seeing through its eyes._

" _Loki, whatever I have done to hurt you…" Thor pleaded. "Whatever happened between us that brought about your wrath, I am truly sorry. But these people are innocent, taking their lives will gain you nothing… so take mine, and end this."_

" _Thor!" Jane screamed, Erik holding her back as she struggled to run to him._

 _The Destroyer walked towards Thor before stopping right in front of him, staring him down. It then made as if to turn away, then backhanded Thor hard. The impact knocked Thor through the air and caused him to tumble onto the ground. Jane immediately dislodged herself from Erik's grip, rushing to his side. She knelt down beside Thor and propped his head up._

" _No no no." She let out. "Stay with me. Stay with me."_

" _It's… alright…" Thor let out weakly. "You're… safe…"_

" _Yes, I'm safe." she promised. "Just stay with me, okay? Please… I- can't lose you..."_

" _All that matters... is that you're alright…" Thor reassured._

 _His eyes then began to drift close, causing Jane to panic. She shook him, trying to get him to respond. Lady Sif, the Warriors Three, Erik, and Darcy all watched mournfully. Finally realizing her efforts were fruitless, she lowered her head in sorrow. She then suddenly noticed that Mjolnir was sparking, shaking on her belt. It seemed to be pulling towards Thor, as if trying to reach him._

" _Mjolnir?" She questioned, removing the hammer from her belt._

" _The hammer!" Sif cried out. "Give him the hammer!"_

 _Jane didn't hesitate, dropping Mjolnir into Thor's hand. The instant she did, the sky started turning grey and thunder began booming around them. Jane looked up and saw the radical change in the weather, taking it as a sign to step back. Once she was far enough away, a bolt of lightning shot down out of the sky, striking Thor and engulfing him in blinding electricity. It was hard to make out, but through the lightning, Jane could see Thor actually standing up, lifting Mjolnir high in the air._

 _The Destroyer saw this and opened up its faceplate ready to fire. Suddenly, Mjolnir flew out of the lightning bolt and nailed the Destroyer in the face. The hammer came back around before knocking the Destroyer to the ground. It then flew back into the hands of Thor, who was now in full Asgardian armor and completely healed._

" _Oh. My. God." Jane let out._

 _Thor turned towards her and smiled, causing Jane to smile in kind. Thor then spun his hammer and flew into the air, coming up above the Destroyer. He then began spinning his hammer, creating a tornado around the metal behemoth. The tornado began lifting everything up into the air, including the Destroyer._

 _As the Destroyer was being lifted into the air, it fired off a blast at Thor, which he easily deflected. It fired off another blast, but the result was the same. Finally, Thor flew straight towards the metal menace, with it firing yet again. Thor continued blocking the blast with his hammer as he flew straight at it. The blocking of energy began building up more and more until Thor's hammer was right in the Destroyers face plate, causing the Destroyer to explode._

 _With his enemy destroyed, Thor called off the tornado, the winds dying down and a thick layer of dirt covering everything. He landed on the street and began approaching Jane, cars and trucks crashing down on either side of him. She met him halfway, looking him over._

" _Is this how you usually look?" she questioned._

" _More or less." Thor replied._

" _It's a good look." She commended._

" _We must go to the Bifrost site." Thor told them. "I would have words with my brother."_

 _About that time, a van with the SHIELD symbol drove up. Everyone tensed as it did, Coulson emerging from the driver's seat._

" _It seems you got your hammer back." he remarked, glancing at Mjolnir in Thor's hand. "Congratulations."_

" _Listen well, Son of Coul." Thor spoke up. "You and I fight for the same cause, the protection of this world. From this day forward, you can count me as your ally, if you improve upon the living conditions of Jane and her team. Increase their funding, and ensure they never have to sleep on a "couch bed" again._

" _That can be arranged." Coulson replied. "I'll also see if I can arrange the necessary paperwork for you to stay on earth. As I recall, the locals here know you as Donald Blake."_

" _Dr. Donald Blake." Jane corrected. "My partner."_

 _Thor smiled at her, then held out a hand._

" _Would you like to see Asgard?" Thor offered her._

 _Jane was dumbstruck by the proposal._

" _Wha… seriously?" Jane questioned._

" _You showed me your home." Thor replied. "Only seems right I show you mine."  
Unable to contain her excitement, Jane took his hand. He pulled her in close, then they both shot into the air._

…

"After that, the two of us traveled to Asgard." Jane went on. "Thor had to shut down Loki's attempt to cause a war with Jotunheim. It was a close victory, one that ended in him destroying the Bifrost."

"So you and Thor were stuck on Asgard for who knows how long?" Tony remarked. "Sounds less like a setback and more like a vacation."

"You are not wrong, Stark." Thor agreed. "I ended up taking Darcy's advice, taking her somewhere nice, telling her just how much she meant to me, and-"

Jane grabbed the front of his shirt, pulling him into a kiss.

"I… think we get the picture." Tony replied.

Jane released Thor, the two smiling.

"So aren't you gonna tell us about Loki's plan?" Peter asked.

"That, man of spiders, is a story for another day." Thor told him.

 **Another filler episode. A bit of a long one, but it kinda got out of hand while we were writing. The idea for this one just came into our heads one day and we just decided to roll with it. Hope you enjoy it and be sure to stay tuned for what's coming next.**


End file.
